Form 8-K

8-K — Braze, Inc.

Accession: 0000950103-26-015850

Filed: 2026-10-20

Period: 2026-10-19

CIK: 0001676238

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — dp254600_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (dp254600_ex0201.htm)

EX-99.1 — EXHIBIT 99.1 (dp254600_ex9901.htm)

EX-99.2 — EXHIBIT 99.2 (dp254600_ex9902.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: dp254600_8k.htm · Sequence: 1

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0001676238

2026-10-19

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 19, 2026

____________________________

Braze, Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________

Delaware

001-41065

45-2505271

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

63 Madison Building

28 East 28th Street, Floor 12

New York, New York 10016

(Address of Principal Executive Offices,

Including Zip Code)

(609) 964-0585

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

BRZE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry

into a Material Definitive Agreement.

On October 19, 2026, Braze, Inc., a Delaware corporation (“Braze”

or the “Company”), entered into an Agreement and Plan of Merger (the “Merger

Agreement”) with Salesforce, Inc., a Delaware corporation (“Parent”),

and Banff Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger

Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge

with and into the Company, with the Company continuing as the surviving corporation (the “Surviving

Corporation”) and a wholly owned subsidiary of Parent (the “Merger”).

The Merger Agreement has been unanimously approved by the board of directors of the Company (the “Company

Board”). Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.

Consideration to Company Stockholders. Pursuant to the Merger Agreement, and upon the terms and subject to

the conditions therein, at the effective time of the Merger (the “Effective Time”),

each share of Class A common stock, par value $0.0001 per share, of the Company (“Class

A Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares, Cancelled

Shares or Converted Shares) will be converted into the right to receive $47.50 per share in cash, without interest (the “Per

Share Merger Consideration”). From and after the Effective Time, all shares of Class A Common Stock (other than any Dissenting

Shares, Cancelled Shares or Converted Shares) shall cease to be issued and outstanding and shall automatically be cancelled and retired

and shall cease to exist.

Treatment of Company Equity Awards. The Merger Agreement provides

that, at the Effective Time:

Each option to purchase Class A Common Stock granted under either the

Company’s 2021 Equity Incentive Plan or the Company’s Amended and Restated 2011 Equity Incentive Plan (together, the “Company

Equity Plans”) that has a per share exercise price that is less than the amount of the Per Share Merger Consideration (each,

an “In-the-Money Company Option”) that is outstanding and unexercised will

be cancelled, and the holder thereof will be entitled to receive an amount equal to the Per Share Merger Consideration in respect of each

share covered by such option after withholding shares to cover the exercise price (as determined in accordance with the formula in the

Merger Agreement), without interest and less applicable tax withholdings.

· Each option to purchase Class A Common Stock granted under any Company Equity Plan that is not an In-the-Money Company Option and

that is then outstanding and unexercised, whether or not vested, will be cancelled without payment.

· Each restricted stock unit award relating to shares of Class A Common Stock granted under any Company Equity Plan that is outstanding

and subject solely to service-based vesting requirements (each, a “Company RSU”) and that (i) is held by a non-employee

member of the Company Board or (ii) is vested (each, a “Director or Vested Company RSU”) will be cancelled, and the

holders thereof will be entitled to receive an amount equal to the Per Share Merger Consideration in respect of each share of Class A

Common Stock subject to such Company RSU immediately prior to the Effective Time, without interest and less applicable tax withholdings.

· Each Company RSU that is not a Director or Vested Company RSU and that is outstanding will be assumed and converted automatically

into a restricted stock unit with respect to shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”)

(each, an “Adjusted RSU”) based on the conversion ratio set forth in the Merger Agreement, on the same terms and conditions

as the applicable Company RSU, provided that Parent will have the ability to determine that awards held by certain non-U.S. employees

will either be converted to cash awards or cashed out at the Effective Time.

· Each restricted stock unit award relating to shares of Class A Common Stock granted under any Company Equity Plan that is outstanding,

unvested and subject to performance-based and service-based vesting requirements (each, a “Company PSU”) will be assumed

and converted automatically into an Adjusted RSU based on the conversion ratio set forth in the Merger Agreement and (i) with respect

to any performance period completed prior to the Closing Date (including the fiscal year beginning February 1, 2026, if the Closing Date

is on or after February 1, 2027), based on actual performance and (ii) with respect to any performance period not completed prior to the

Closing Date, the target level of performance (except that if the Closing Date occurs prior to February 1, 2027, the number of Company

PSUs earned for the performance period beginning February 1, 2026 shall be determined based on the greater of (x) the target level of

performance and (y) actual performance), on the same terms and conditions (excluding any performance-based vesting conditions) as the

applicable Company PSU.

· Notwithstanding the treatment of Class A Common Stock described above, (i) certain shares of Class A Common Stock held by specified

individuals that are unvested (each, an “Assumed Company Restricted Share”) will be assumed and converted automatically

into an award covering shares of restricted Parent Common Stock based on the conversion ratio set forth in the Merger Agreement, on the

same terms and conditions as the applicable Assumed Company Restricted Share, and (ii) certain shares of Class A Common Stock held by

other specified individuals that are unvested will be converted into the right to receive an amount equal to the Per Share Merger Consideration,

without interest and less applicable tax withholdings.

The Company’s 2021 Employee Stock Purchase Plan (the “Company

ESPP”) will be terminated effective immediately prior to the Effective Time. No employee who is not already a participant

in the current offering period under the Company ESPP as of the date of the Merger Agreement may become a participant therein, and no

current participant may increase his or her payroll deduction election from that in effect on the date of the Merger Agreement. If the

current offering period under the Company ESPP terminates prior to the Effective Time, no new offering period will commence thereafter.

If the current offering period under the Company ESPP is still in effect at the Effective Time, the last day of such offering period will

be accelerated to a date that is no later than three business days prior to the Closing Date.

Conditions to Closing. Under the terms of the Merger Agreement,

the completion of the Merger is subject to certain customary closing conditions, including, among others, (a) the approval of the Merger

and adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Class

A Common Stock, (b) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified

materiality qualifications, (c) compliance by the parties with their respective covenants in the Merger Agreement in all material respects,

(d) the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger or imposing a Burdensome

Condition, (e) the expiration of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of

1976, as amended, and receipt of other approvals under specified antitrust and foreign investment laws, and (f) the absence of a Company

Material Adverse Effect on or after the date of the Merger Agreement that is continuing as of immediately prior to the Closing.

Representations, Warranties and Covenants. The Merger Agreement

contains customary representations, warranties and covenants made by each of the Company, Parent and Merger Sub, including, among others,

covenants by the Company regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement,

public disclosures and other matters. The Company is required, among other things, not to solicit alternative business combination transactions

and, subject to limited exceptions, not to engage in discussions or negotiations regarding an alternative business combination transaction.

The Company is required to convene a meeting of its stockholders to vote on the adoption of the Merger Agreement.

Termination Rights. Both the Company and Parent may terminate the Merger Agreement under

certain specified circumstances, including (a) by mutual written consent of the Company and Parent, (b) by either party, if the Merger

is not consummated by the first anniversary of the date of the Merger Agreement, subject to one extension of up to 90 days and one additional

extension of up to 90 days, in order to obtain required regulatory approvals (the “Outside

Date”), (c) by either party, if the approval of the Merger by the Company stockholders is not obtained, (d) by Parent, if,

prior to the time that the Company obtains approval of the Merger from the Company stockholders, the Company Board makes a change of recommendation

with respect to the proposed transaction or materially breaches its no-shop obligations, (e) by the Company, if, prior to the time that

the Company obtains approval of the Merger from the Company stockholders, the Company Board makes a change of recommendation with respect

to the proposed transaction and substantially concurrently enters into a superior proposal, (f) by either party, if a governmental authority

of competent jurisdiction has issued a final and non-appealable order preventing the consummation of the Merger, or (g) by either party,

if the other party breaches its representations, warranties or covenants in the Merger Agreement, such that the applicable conditions

to Closing set forth in the Merger Agreement would not be satisfied, subject in certain cases, to the right of the breaching party to

cure the breach.

In certain specified circumstances in connection with the termination

of the Merger Agreement, including, subject to the limitations set forth in the Merger Agreement, if the Merger Agreement is terminated

by Parent or the Company (i) because the Merger has not been consummated by the Outside Date or (ii) because a final, non-appealable injunction

or applicable regulatory law permanently prohibits the Merger, and certain other requirements specified in the Merger Agreement are met,

Parent will be required to pay the Company a termination fee equal to $300,000,000 in cash. In certain specified circumstances in connection

with the termination of the Merger Agreement, including, subject to the limitations set forth in the Merger Agreement, if the Company

does not obtain approval of the Merger from the Company stockholders, if the Company Board changes or withdraws its recommendation of

the Merger to the Company stockholders or if the Company Board terminates the Merger Agreement to enter into an agreement with respect

to a superior proposal, the Company will be required to pay Parent a termination fee equal to $191,390,000 in cash.

The foregoing summary of the Merger Agreement and the transactions

contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger

Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (“8-K”) and incorporated by reference

herein.

The Merger Agreement and the above description have been included to

provide investors with information regarding the terms of the agreement. They are not intended to provide any other factual information

about the Company, Parent or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants

contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit

of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential

disclosures exchanged between the parties for the purposes of allocating contractual risk between them that differ from those applicable

to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations

of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries, affiliates, businesses,

or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after

the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company

or Parent. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in

conjunction with the other information about the Company or Parent and their respective subsidiaries that the respective companies include

in reports, statements and other filings they make with the U.S. Securities and Exchange Commission (“SEC”).

Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, certain Company

stockholders (each, a “Company Support Party” and collectively, the “Company

Support Parties”) entered into a voting and support agreement (the “Voting

and Support Agreement”) with Parent, pursuant to which, among other things, and subject to the terms of the Voting and Support

Agreement, each such Company Support Party agreed to vote all shares of Class A Common Stock owned by such Company Support Party, (i)

in favor of the approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the

Merger, and (ii) against any acquisition proposal or any action or agreement that is in opposition to the Merger. The Voting and Support

Agreement terminates upon certain events, including the termination of the Merger Agreement in accordance with its terms.

The foregoing summary of the Voting and Support Agreement does not

purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting and Support Agreement, a copy

of which is filed as Exhibit 99.1 to this 8-K and incorporated herein by reference. The Voting and Support Agreement has been attached

to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company

or the Company Support Parties. Moreover, the representations and warranties in the Voting and Support Agreement were used for the purposes

of allocating risk between the Company and the Company Support Parties rather than establishing matters of fact. Accordingly, the representations

and warranties in the Voting and Support Agreement should not be relied on as characterization of the actual state of facts about the

Company or any of the Company Support Parties.

Item 8.01 Other

Events

On October 20, 2026, Parent and the Company issued

a joint press release announcing entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.2 to this 8-K

and incorporated herein by reference.

Forward-Looking Statements

This 8-K contains forward-looking statements, including, but not limited

to, statements related to the proposed acquisition of the Company by Parent. Words such as “expects,” “anticipates,”

“aims,” “projects,” “intends,” “plans,” “believes,” “estimates,”

“seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,”

“forecasts,” “predicts,” “targets,” “will”, “commitments,” variations of such

words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based upon

Parent’s and the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to

the occurrence of many events outside of Parent’s and the Company’s control. Actual results and the timing of events may differ

materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown

risks and uncertainties.

These risks and uncertainties include, among other things, statements

regarding the expected benefits to Parent, the Company and their respective customers from completing the transaction, plans for future

investment and capital allocation, the expected financial performance of Parent following the expected completion of the transaction,

and the expected completion of the transaction. Statements regarding future events are based on the parties’ current expectations,

estimates and projections and are necessarily subject to associated risks related to, among other things, (i) the completion of the proposed

transaction on the anticipated terms and timing, or at all, including the parties’ ability to obtain regulatory approvals and the

requisite vote by the Company shareholders and satisfy other conditions to the completion of the transaction, (ii) the effect of the announcement

or pendency of the proposed transaction on the Company’s business, operating results, ability to retain and hire key personnel,

and relationships with customers, suppliers, competitors and others, (iii) risks that the proposed transaction may disrupt the Company’s

current plans and business operations or divert management’s attention from ongoing business operations, (iv) the occurrence of

any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (v) the risk that the Merger

Agreement may be terminated in circumstances requiring Parent or the Company to pay a termination fee, (vi) the risk and outcome of any

legal or regulatory proceedings related to the transaction, (vii) the potential effects on the accounting of the proposed transaction,

(viii) legislative, regulatory and economic developments, (ix) general economic conditions, (x) restrictions during the pendency of the

proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions, (xi)

the retention of key personnel, (xii) the ability of Parent to successfully integrate the Company’s market opportunities, technology,

personnel and operations and to achieve expected benefits, including the possibility that the expected benefits from the transaction will

not be realized or will not be realized within the expected time period, (xiii) the possibility that competing offers may be made, (xiv)

negative effects of the announcement or the consummation of the proposed acquisition on the market price of Parent’s common stock

and/or operating results, (xv) significant transaction costs and expenses, and (xvi) unknown liabilities.

For additional information about other factors that could cause actual

results to differ materially from those described in the forward-looking statements, please refer to Parent’s and the Company’s

respective periodic reports and other filings with the SEC, including the risk factors identified in Parent’s and the Company’s

most recent Annual Reports on Form 10-K, available at www.sec.gov. The forward-looking statements included in this 8-K are made only as

of the date hereof. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are

cautioned not to place undue reliance on forward-looking statements. Neither Parent nor the Company undertakes any obligation to update

any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Additional Information and Where to Find It

This 8-K is being made in respect of a proposed transaction involving

Parent and the Company. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including

a preliminary proxy statement on Schedule 14A. The information in the preliminary proxy statement will not be complete and may be changed.

The Company will deliver the definitive proxy statement to its shareholders as required by applicable law. This 8-K does not constitute

a solicitation of any vote or approval and is not a substitute for any proxy statement or any other document that may be filed with the

SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY

STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY

AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors

and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge

at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by the Company (when they become available) may

also be obtained free of charge from the Company’s investor relations website at investors.braze.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and employees

may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s

directors and executive officers is available in the Company’s proxy statement for the 2026 annual meeting of stockholders, which

was filed with the SEC on May 18, 2026 (the “2026 Annual Meeting Proxy Statement”, which is available at sec.gov/Archives/edgar/data/1676238/000114036126021908/ny20068382x2_def14a.htm#tIRD),

and in other documents filed by the Company with the SEC. Please refer to the sections captioned “Information Regarding Director

Nominees and Current Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Executive

Officers,” “Compensation Discussion and Analysis,” “Pay Versus Performance,” “Non-Employee Director

Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Annual Meeting Proxy

Statement. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,

by security holdings or otherwise, will be contained in the proxy statement relating to the proposed transaction and other relevant materials

to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the proxy statement relating

to the proposed transaction and such other materials may be obtained as described in the preceding paragraph.

No Offer or Solicitation

This 8-K is for informational purposes only and is not intended to

and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any

vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger, dated as of October 19, 2026, by and among the Company, Parent and Banff Acquisition Sub Inc.

99.1

Voting and Support Agreement, dated as of October 19, 2026, by and among Parent and each of the persons set forth on Schedule A thereto

99.2

Joint Press Release issued by Salesforce, Inc. and Braze, Inc., dated as of October 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to

furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRAZE, INC.

Date: October 20, 2026

By:

/s/ Christopher M. Lal

Name:

Christopher M. Lal

Title:

General Counsel & Corporate Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: dp254600_ex0201.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

SALESFORCE, INC.,

BANFF ACQUISITION SUB INC.,

and

BRAZE, INC.

dated as of

October

19, 2026

TABLE OF CONTENTS

Page

ARTICLE I THE MERGER

Section 1.1.

The Merger

Section 1.2.

Effect of the Merger

Section 1.3.

The Closing

Section 1.4.

Effective Time

Section 1.5.

Governing Documents

Section 1.6.

Officers and Directors

ARTICLE II TREATMENT OF SECURITIES

Section 2.1.

Treatment of Capital Stock

Section 2.2.

Payment for Securities; Surrender of Certificates

Section 2.3.

Treatment of Company Equity Awards and the Company ESPP

Section 2.4.

Withholding

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1.

Qualification, Organization, Subsidiaries, etc.

Section 3.2.

Capitalization

Section 3.3.

Corporate Authority

Section 3.4.

Governmental Consents; No Violation

Section 3.5.

SEC Reports and Financial Statements

Section 3.6.

Internal Controls and Procedures

Section 3.7.

No Undisclosed Liabilities

Section 3.8.

Absence of Certain Changes or Events

Section 3.9.

Compliance with Law; Permits

Section 3.10.

Employee Benefit Plans

Section 3.11.

Labor Matters

Section 3.12.

Tax Matters

Section 3.13.

Litigation; Orders

Section 3.14.

Intellectual Property

Section 3.15.

Privacy and Data Protection

Section 3.16.

Real and Personal Property

Section 3.17.

Material Contracts

Section 3.18.

Environmental Matters

Section 3.19.

Customers; Suppliers; Resellers; Government Entities

Section 3.20.

Insurance

Section 3.21.

Information Supplied

Section 3.22.

Opinion of Financial Advisor

Section 3.23.

State Takeover Statutes; Anti-Takeover Laws

Section 3.24.

Related Party Transactions

Section 3.25.

Finders and Brokers

Section 3.26.

No Other Representations

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1.

Qualification, Organization, etc.

Section 4.2.

Corporate Authority

Section 4.3.

Governmental Consents; No Violation

Section 4.4.

Litigation; Orders

Section 4.5.

Information Supplied

Section 4.6.

Sufficient Funds

Section 4.7.

Finders and Brokers

Section 4.8.

Stock Ownership

Section 4.9.

No Other Representations

ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1.

Conduct of Business by the Company Pending the Closing

Section 5.2.

No Solicitation by the Company

Section 5.3.

Preparation of Proxy Statement; Company Stockholders Meeting

ARTICLE VI ADDITIONAL AGREEMENTS

Section 6.1.

Access; Confidentiality; Notice of Certain Events

Section 6.2.

Reasonable Best Efforts

Section 6.3.

Publicity

Section 6.4.

D&O Insurance and Indemnification

Section 6.5.

Takeover Statutes

Section 6.6.

Obligations of Merger Sub

Section 6.7.

Employee Matters

Section 6.8.

Rule 16b-3

Section 6.9.

Stockholder Litigation

Section 6.10.

Delisting

Section 6.11.

Director Resignations

Section 6.12.

FIRPTA

Section 6.13.

Treatment of Company Indebtedness

ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER

Section 7.1.

Conditions to Each Party’s Obligations to Effect the Merger

Section 7.2.

Conditions to Obligations of Parent

Section 7.3.

Conditions to Obligations of the Company

ARTICLE VIII TERMINATION

Section 8.1.

Termination

Section 8.2.

Effect of Termination

ARTICLE IX MISCELLANEOUS

Section 9.1.

Amendment and Modification; Waiver

Section 9.2.

NonSurvival of Representations and Warranties

Section 9.3.

Expenses

Section 9.4.

Notices

Section 9.5.

Interpretation

Section 9.6.

Counterparts

Section 9.7.

Entire Agreement; ThirdParty Beneficiaries

Section 9.8.

Severability

Section 9.9.

Governing Law; Jurisdiction

Section 9.10.

Waiver of Jury Trial

Section 9.11.

Assignment

Section 9.12.

Enforcement; Remedies

Annex A

Certain Definitions

Annex B

Form of Voting and Support Agreement

iii

AGREEMENT

AND PLAN OF MERGER

This AGREEMENT AND PLAN OF

MERGER (this “Agreement”), dated as of October 19, 2026, is by and among Salesforce, Inc., a Delaware corporation

(“Parent”), Banff Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger

Sub”), and Braze, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement

shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context

clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party”

and collectively, as the “Parties.”

RECITALS

WHEREAS, it is proposed that

Merger Sub shall merge with and into the Company, with the Company surviving the merger as a wholly owned Subsidiary of Parent (the “Merger”),

upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the General

Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, concurrently with

the execution and delivery of this Agreement, and as a condition and material inducement to Parent to enter into this Agreement, the

Persons signatory to the Voting Agreement (collectively, the “Company Support Parties”) are entering into a voting

and support agreement with Parent (the “Voting Agreement”) in the form appended hereto as Annex B, pursuant to which,

among other things, each Company Support Party is agreeing, subject to the terms of the Voting Agreement, to vote all shares of Class

A Common Stock it owns in the manner set forth in the Voting Agreement;

WHEREAS, the board of directors

of the Company (the “Company Board of Directors”) unanimously (i) determined that the terms of this Agreement

and the transactions contemplated hereby (the “Transactions”), including the Merger, are fair to, and in the best

interests of, the Company and its stockholders (the “Company Stockholders”), (ii) determined that it is in the

best interests of the Company and the Company Stockholders and declared it advisable to enter into this Agreement, (iii) approved

the execution and delivery by the Company of this Agreement and by the Company Support Parties of the Voting Agreement, the performance

by the Company of its covenants and agreements contained herein and the consummation of the Merger and the other Transactions upon the

terms and subject to the conditions contained herein and (iv) resolved to recommend that the Company Stockholders approve and adopt

this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”);

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WHEREAS, the board of directors

of each of Parent and Merger Sub and the sole stockholder of Merger Sub have approved this Agreement and determined that this Agreement

and the Transactions, including the Merger, are (a) advisable and in the best interests of, Parent and its stockholders and (b) advisable,

fair to, and in the best interest of, Merger Sub and its sole stockholder; and

WHEREAS, Parent and Merger

Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Transactions and

also to prescribe various conditions to the Transactions.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy

of which are hereby acknowledged, the Parties agree as follows:

Article I

THE MERGER

Section 1.1.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant

provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger

Sub shall cease. The Company will become a wholly owned Subsidiary of Parent and will continue as the surviving corporation in the Merger

(the “Surviving Corporation”).

Section 1.2.

Effect of the Merger. At the Effective Time, the effects of the Merger shall be as provided in this Agreement, the Certificate

of Merger and the applicable provisions of the DGCL.

Section 1.3.

The Closing. The closing of the Merger (the “Closing”) shall take place by means of a virtual closing

through electronic exchange of documents and signatures at 4:00 a.m., Pacific Time, on the fifth (5th) Business Day after the satisfaction

or, to the extent permitted by applicable Law, waiver of the last of the conditions set forth in ‎Article VII to be satisfied

or waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or,

to the extent permitted by applicable Law, waiver of such conditions at the Closing), unless another date or place is agreed to in writing

by the Company and Parent. The date on which the Closing takes place is referred to as the “Closing Date.”

Section 1.4.

Effective Time. Subject to the provisions of this Agreement, on the Closing Date, a certificate of merger satisfying the

applicable requirements of the DGCL, in form and substance reasonably satisfactory to Parent and the Company (the “Certificate

of Merger”), shall be duly executed by the Company and filed with the Secretary of State of the State of Delaware, and the Parties

shall make any other filings, recordings or publications required to be made under the DGCL in connection with the Merger.

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The Merger shall become effective

upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or, if otherwise agreed to by the Company

and Parent, at such later time as may be specified in the Certificate of Merger (the effective time of the Merger being referred to as

the “Effective Time”).

Section 1.5.

Governing Documents. Subject to ‎Section 6.4, at the Effective Time, (a) the Company Charter, as in effect

immediately prior to the Effective Time, shall continue in full force and effect without amendment and shall be the certificate of incorporation

of the Surviving Corporation until thereafter amended in accordance with the terms thereof and applicable Law, and (b) the Company Bylaws

shall be amended and restated so as to read in their entirety in the form of the bylaws of Merger Sub as in effect immediately prior to

the Effective Time, except that the references to Merger Sub’s name shall be replaced by references to “Braze, Inc.”,

and, as so amended and restated, shall be the bylaws of the Surviving Corporation.

Section 1.6.

Officers and Directors. Unless otherwise determined by Parent prior to the Effective Time, the Parties will use their respective

best efforts to cause the officers of Merger Sub immediately prior to the Effective Time to be the initial officers of the Surviving Corporation

from and after the Effective Time and the directors of Merger Sub immediately prior to the Effective Time to be the initial directors

of the Surviving Corporation from and after the Effective Time.

Article II

TREATMENT OF SECURITIES

Section 2.1.

Treatment of Capital Stock.

(a)

The Merger. At the Effective Time by virtue of the Merger and without any action on the part of the holder thereof:

(i)

Each share of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued

and outstanding immediately prior to the Effective Time (other than any Dissenting Shares, Cancelled Shares or Converted Shares) shall

be converted into the right to receive $47.50 per share of Class A Common Stock in cash, without interest (the “Per Share

Merger Consideration”). From and after the Effective Time, all shares of Class A Common Stock (other than any Dissenting Shares,

Cancelled Shares or Converted Shares) shall cease to be issued and outstanding and shall automatically be cancelled and retired and shall

cease to exist, and each holder of a valid certificate or certificates which immediately prior to the Effective Time represented any such

shares of Class A Common Stock (each, a “Certificate”) or evidenced by way of book-entry in the register of Company

Stockholders immediately prior to the Effective Time (each, a “Book-Entry Share”) shall thereafter cease to have any

rights with respect to such shares of Class A Common Stock, except the right to receive the Per Share Merger Consideration upon the surrender

of such shares of Class A Common Stock in accordance with ‎Section 2.2.

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(ii)

Each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time that is owned or held in treasury

by the Company or is owned by Parent shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange

therefor (collectively, the “Cancelled Shares”). At the Effective Time, each share of Class A Common Stock issued and

outstanding immediately prior to the Effective Time that is owned by any direct or indirect wholly owned Subsidiary of Parent or of the

Company (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation

(“Surviving Corporation Stock”) equal to the product (rounded up to the nearest whole number, with 0.5 rounded up)

of (i) (x) the number of shares of Class A Common Stock held by such Subsidiary immediately prior to the Effective Time, divided by

(y) the number of shares of Class A Common Stock outstanding immediately prior to the Effective Time, and (ii) the total number of shares

of Surviving Corporation Stock outstanding immediately after the consummation of the Merger.

(iii)

Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically

converted into and become one validly issued, fully paid and nonassessable share of Class A Common Stock of the Surviving Corporation.

(b)

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Class A Common Stock that are issued

and outstanding immediately prior to the Effective Time and that are owned by Company Stockholders that have properly perfected their

rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted

into the right to receive the Per Share Merger Consideration, unless and until such stockholders shall have failed to perfect any available

right of appraisal under applicable Law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such

Dissenting Shares in accordance with Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall have failed

to perfect or shall have effectively withdrawn or lost such right of appraisal, such shares of Class A Common Stock held by such stockholder

shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to have been converted into the Per

Share Merger Consideration at the Effective Time in accordance with ‎Section 2.1(a).

The Company shall give Parent (A) prompt notice of any demands for appraisal filed pursuant to Section 262 of the DGCL received by

the Company, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the

DGCL and received by the Company and (B) the opportunity and right to participate in all negotiations and proceedings with respect to

demands made pursuant to Section 262 of the DGCL (it being understood that, subject to good-faith consultation with Parent, the Company

will have the right to direct and control any such negotiations and proceedings). The Company shall not, except with the prior written

consent of Parent, (x) make any payment with respect to any such demand, (y) offer to settle or settle any such demand or (z) waive any

failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with

the DGCL.

(c)

Adjustment to Per Share Merger Consideration. The Per Share Merger Consideration shall be adjusted appropriately, without

duplication, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of

securities

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convertible into Class A Common

Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number

of shares of Class A Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this ‎Section 2.1(c)

shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Section 2.2.

Payment for Securities; Surrender of Certificates.

(a)

Payment Fund. Prior to the Effective Time, Parent shall designate a bank or trust company reasonably acceptable to the Company

to act as the paying agent in connection with the Merger (the “Paying Agent”). The Paying Agent shall also act as the

agent for the Company Stockholders for the purpose of receiving and holding their Certificates and Book-Entry Shares and shall obtain no

rights or interests in the shares represented thereby. At or immediately after the Effective Time, Parent shall deposit, or cause to be

deposited, with the Paying Agent cash in immediately available funds in an amount sufficient to pay the aggregate Per Share Merger Consideration

in accordance with ‎Section 2.1(a)(i) (the “Payment Fund”), for the sole benefit of the holders of

Class A Common Stock. In the event the Payment Fund shall be insufficient to pay the aggregate Per Share Merger Consideration in accordance

with ‎Section 2.1, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in

an amount that is equal to the shortfall that is required to make such payment. Parent shall direct the Paying Agent to make delivery

of the Per Share Merger Consideration out of the Payment Fund in accordance with this Agreement. The Payment Fund shall not be used for

any purpose that is not expressly provided for in this Agreement. The Payment Fund shall be invested by the Paying Agent as reasonably

directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders

of Certificates or Book-Entry Shares pursuant to this ‎Article II. Any interest and other income resulting from such investments

shall be paid to Parent. The Company shall direct its transfer agent to deliver a final record holders list to the Paying Agent at least

three (3) Business Days prior to the Closing.

(b)

Procedures for Surrender.

(i)

Class A Common Stock Certificates. Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each

holder of record of a Certificate and whose shares of Class A Common Stock were converted pursuant to ‎Section 2.1

into the right to receive the Per Share Merger Consideration (A) a letter of transmittal, which shall specify that delivery shall

be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss

in lieu thereof and, if required by Parent, an indemnity bond) to the Paying Agent and shall be in such form and have such other provisions

as Parent may reasonably specify and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu

thereof and, if required by Parent, an indemnity bond) in exchange for payment of the Per Share Merger Consideration into which such shares

of Class A Common Stock have been converted pursuant to ‎Section 2.1. Upon

surrender of a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) for cancellation to

the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed

and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions,

the holder of such Certificate shall be

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entitled to receive in exchange

therefor the Per Share Merger Consideration pursuant to the provisions of this ‎Article II,

and the Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) so surrendered shall be forthwith

cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity

bond) upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in

accordance with normal exchange practices. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person

in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so

surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (y) the Person requesting such payment

shall have paid any transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person

other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax

either has been paid or is not required to be paid.

(ii)

Book-Entry Shares. Any holder of any Book-Entry Shares and whose shares of Class A Common Stock were converted pursuant to

‎Section 2.1 into the right to receive the Per Share Merger Consideration shall not be required to deliver a Certificate

or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration. In lieu thereof, each registered

holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and Parent shall direct the

Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any event within five (5) Business

Days following the Effective Time) the Per Share Merger Consideration pursuant to the provisions of this ‎Article II,

for each share of Class A Common Stock formerly represented by such Book-Entry Share, and the Book-Entry Share so exchanged shall be forthwith

cancelled. Payment of the Per Share Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name

such Book-Entry Shares are registered.

(iii)

No Interest. No interest shall be paid or accrue on any portion of the Per Share Merger Consideration payable upon surrender

of any Certificate (or affidavit of loss in lieu thereof in accordance with ‎Section 2.2(e))

or in respect of any Book-Entry Share.

(c)

Transfer Books; No Further Ownership Rights in Class A Common Stock. At the Effective Time, the stock transfer books of

the Company shall be closed and thereafter there shall be no further registration of transfers of Class A Common Stock on the records

of the Company. The Company shall, five (5) Business Days prior to the anticipated Closing Date or such shorter period as requested by

Parent, issue a stop transfer order to its transfer agent solely with respect to shares of Class A Common Stock of record. Until surrendered

as contemplated by this ‎Section 2.2, each Certificate and Book-Entry Share representing Class A Common Stock shall be

deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated

by this ‎Article II. If, after the Effective Time, Certificates or Book-Entry Shares representing Class A Common Stock

are presented to Parent for any reason, they shall no longer be outstanding and shall be automatically cancelled and exchanged as provided

in this Agreement.

(d)

Termination of Payment Fund; No Liability. At any time following the first (1st) anniversary of the Effective Time, Parent

shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) remaining

in the

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Payment Fund that have not been

disbursed, or for which disbursement is pending subject only to the Paying Agent’s routine administrative procedures, to holders

of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property,

escheat or similar Laws) as general creditors thereof with respect to the Per Share Merger Consideration, payable upon due surrender of

their Certificates (or affidavit of loss in lieu thereof in accordance with ‎Section 2.2(e)) or BookEntry Shares and compliance

with the procedures in ‎Section 2.2(b), without any interest thereon. Notwithstanding the foregoing, none of Parent, the

Company, Merger Sub, the Surviving Corporation or the Paying Agent shall be liable to any holder of a Certificate or BookEntry Share for

any Per Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat

or similar Law.

(e)

Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the

Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by

the holder thereof and, if required by Parent, an indemnity bond, the Per Share Merger Consideration payable in respect thereof pursuant

to ‎Section 2.1.

Section 2.3.

Treatment of Company Equity Awards and the Company ESPP.

(a)

At the Effective Time, each In-the-Money Company Option that is outstanding and unexercised immediately prior to the Effective

Time shall, without any action on the part of Parent, the Company or the holder thereof, be cancelled, with the holder of such In-the-Money

Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the Per Share Merger

Consideration in respect of each Net Share covered by such Company Option, without interest and less applicable Tax withholdings.

(b)

At the Effective Time, each Company Option that is not an In-the-Money Company Option and that is then outstanding and unexercised,

whether or not vested, shall be cancelled with no consideration payable in respect thereof.

(c)

At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time and that (i) is held by a non-employee

member of the Company Board of Directors or (ii) is vested shall, without any action on the part of Parent, the Company or the holder

thereof, be cancelled, with the holder of such Company RSU becoming entitled to receive, in full satisfaction of the rights of such holder

with respect thereto, the Per Share Merger Consideration in respect of each share of Class A Common Stock subject to such Company RSU

immediately prior to the Effective Time, without interest and less applicable Tax withholdings.

(d)

At the Effective Time, each Company RSU (other than any Company RSU covered by ‎Section 2.3(c)) that is outstanding

immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder thereof, be assumed

and converted automatically into a restricted stock unit with respect to a number of shares of Parent Common Stock (each, an “Adjusted

RSU”) equal to the

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product obtained by multiplying

(i) the total number of shares of Class A Common Stock subject to the Company RSU immediately prior to the Effective Time by

(ii) the Conversion Ratio, with any fractional shares rounded to the nearest whole share. Each Adjusted RSU shall otherwise be subject

to the same terms and conditions applicable to the corresponding Company RSU under the applicable Company Equity Plan and the agreement

evidencing the grant thereunder, including vesting terms.

(e)

At the Effective Time, each Company PSU that is outstanding and unvested immediately prior to the Effective Time shall, without

any action on the part of Parent, the Company or the holder thereof, be assumed and converted automatically into an Adjusted RSU equal

to the product obtained by multiplying (i) the total number of shares of Class A Common Stock subject to the Company PSU immediately

prior to the Effective Time (with such number of shares determined, (x) with respect to any performance period completed prior to the

Closing Date (including the fiscal year beginning February 1, 2026, if the Closing Date is on or after February 1, 2027), based on the

Actual Performance and (y) with respect to any performance period not completed prior to the Closing Date, the target level of performance

(except that if the Closing Date occurs prior to February 1, 2027, the number of Company PSUs earned for the performance period beginning

February 1, 2026 shall be determined based on the greater of (A) the target level of performance and (B) Actual Performance)) by

(ii) the Conversion Ratio, with any fractional shares rounded to the nearest whole share. Each Adjusted RSU shall otherwise be subject

to the same terms and conditions applicable to the corresponding Company PSU under the applicable Company Equity Plan and the agreement

evidencing the grant thereunder, including vesting terms (but excluding any performance-based vesting conditions).

(f)

Notwithstanding anything to the contrary contained in this ‎Section 2.3,

if Parent determines that, for holders of Company Equity Awards (other than Company Restricted Shares) employed outside of the United

States, the treatment of such Company Equity Awards prescribed by this ‎Section 2.3

would reasonably be expected to cause a significant administrative burden to Parent, Parent may either (i) require that such awards be

converted into cash-based awards, in any jurisdiction in which Parent has provided cash-based awards in lieu of equity-based awards to

similarly situated employees of Parent and its Subsidiaries or in which Parent and its Subsidiaries do not have a material employee population

as of immediately prior to the Effective Time, which cash-based awards shall otherwise have the same terms and conditions as the corresponding

Company Equity Awards held by such individuals or (ii) cash out such awards at the Closing based on the value of the Per Share Merger

Consideration.

(g)

As soon as practicable following the date hereof, the Company shall take all actions with respect to the Company ESPP that are

necessary to provide that: (i) with respect to any offering periods in effect as of the date hereof (the “Current ESPP Offering

Periods”), no employee who is not a participant in a Current ESPP Offering Period as of the date hereof may become a participant

in the Current ESPP Offering Period, and no participant may increase the percentage amount of his or her payroll deduction election from

that in effect on the date hereof for such Current ESPP Offering Periods; (ii) subject to the consummation of the Merger, the Company

ESPP shall terminate effective immediately prior to the Effective Time; (iii) if the Current ESPP Offering Periods terminate prior to

the Effective Time, then the Company ESPP shall be suspended and no new offering period shall be commenced under the Company ESPP prior

to the termination of this Agreement; and (iv)

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if any Current ESPP Offering

Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated to a date

that is no later than three (3) Business Days prior to the Closing Date.

(h)

Prior to the Effective Time, the Company shall pass such resolutions and take such other actions as are necessary so as to cause

the treatment of the Company Equity Awards and the Company ESPP as contemplated by this ‎Section 2.3.

(i)

Notwithstanding anything in Section 2.1(a) to the contrary, at the Effective Time, (i) each Assumed Company Restricted Share

that is outstanding immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder

thereof, be assumed and converted automatically into an award covering a number of shares of restricted Parent Common Stock (each, an

“Adjusted Restricted Share”) equal to the product obtained by multiplying (x) the total number of Assumed

Company Restricted Shares by (y) the Conversion Ratio, with any fractional shares rounded to the nearest whole share, and

(ii) each Cashout Company Restricted Share that is outstanding immediately prior to the Effective Time shall, without any action on the

part of Parent, the Company or the holder thereof, be converted, in full satisfaction of the holder’s rights in respect thereof,

into the right to receive the Per Share Merger Consideration, without interest and less applicable Tax withholdings. Each Adjusted Restricted

Share Award shall otherwise be subject to the same terms and conditions applicable to the corresponding Assumed Company Restricted Share

under the agreement evidencing such grant, including vesting terms.

(j)

Parent shall, or shall cause the Surviving Corporation to, pay to the holders of the Company Equity Awards the cash payments due

pursuant to ‎Section 2.3(a) and ‎Section 2.3(c) (and, if applicable, ‎Section 2.3(f) and

Section 2.3(i)) as promptly as practicable following the Closing Date (but in no event later than the first payroll date that is

at least ten (10) Business Days after the Closing Date); provided, however, that to the extent that any Company RSU or Company

PSU constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment shall be paid at the earliest

time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code.

(k)

Parent shall file with the SEC, at or as soon as reasonably practicable after the Effective Time, a registration statement on Form

S-8 (or any successor form), to the extent such form is available, relating to the shares of Parent Common Stock issuable with respect

to the Adjusted RSUs and Adjusted Restricted Shares. Parent shall use commercially reasonable efforts to maintain the effectiveness of

such registration statement or statements for so long as Adjusted RSUs or Adjusted Restricted Shares remain outstanding.

Section 2.4.

Withholding. Each of the Company, Parent, Merger Sub, the Surviving Corporation and the Paying Agent (without duplication)

shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement any amounts as are required to be withheld

or deducted with respect to such payment under the Code, or any other applicable state, local or non-U.S. Tax Law. To the extent that

amounts are so deducted or withheld and remitted to the applicable Governmental Entity, such deducted or withheld amounts shall be treated

for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

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Article III

REPRESENTATIONS AND

WARRANTIES OF THE COMPANY

Except as disclosed in (x)

any Company SEC Documents filed or furnished by the Company with or to the SEC since February 1, 2025, and publicly available prior to

the date of this Agreement (including any exhibits and other information incorporated by reference therein, but excluding any predictive,

cautionary or forward looking disclosures contained under the captions “risk factors,” “forward looking statements”

or any similar precautionary sections and any other disclosures contained therein that are predictive, cautionary or forward looking in

nature) or (y) the applicable section of the disclosure letter delivered by the Company to Parent immediately prior to the execution of

this Agreement (the “Company Disclosure Letter”) (it being understood that any information set forth in one section

or subsection of the Company Disclosure Letter shall be deemed to apply to and qualify (or, as applicable, a disclosure for purposes of)

the representation and warranty set forth in this Agreement to which it corresponds in number and, whether or not an explicit reference

or cross-reference is made, each other representation and warranty set forth in this ‎Article III for which it is reasonably

apparent on its face that such information is relevant to such other section), the Company represents and warrants to Parent and Merger

Sub as set forth below.

Section 3.1.

Qualification, Organization, Subsidiaries, etc.

(a)

The Company is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

Except as would not be material to the Company and the Company Subsidiaries, taken as a whole,

each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization.

Except as would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority

to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company and the Company

Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the

ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure

to be so qualified or, where relevant, in good standing, (1) has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not, either individually or in the aggregate, reasonably

be expected to have a material adverse effect on the ability of the Company to consummate the Transactions, including the Merger,

prior to the Outside Date. The Company has filed with the SEC, prior to the date hereof, a true, correct and complete copy of the Company

Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not

in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof true, correct and complete

copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s

“significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effect.

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(b)

All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly

issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens,

other than Liens arising under any applicable securities Law

or Permitted Liens. Section 3.1(b)(i) of the Company Disclosure Letter sets forth an accurate and complete list of each Company

Subsidiary and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the

jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary or such other Person, (ii) the type

and percentage of interests held, directly or indirectly, by the Company in each Company Subsidiary or in each such other Person, (iii)

the names and the type of and percentage of interests held by any Person other than the Company or a Company Subsidiary in each Company

Subsidiary and (iv) the classification for U.S. federal income Tax purposes of each Company Subsidiary.

Section 3.2.

Capitalization.

(a) The

authorized capital stock of the Company consists of 2,110,000,000

shares of Class A Common Stock; and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Company Preferred

Stock”). As of October 15, 2026 (the “Company Capitalization Date”), (i) (A) 113,594,303 shares of Class A

Common Stock were issued and outstanding (including 1,236,475 shares of Company Restricted Shares), (B) no shares of Class A

Common Stock were held in the Company’s treasury, (C) no shares of Class A Common Stock were held by the Company Subsidiaries,

(D) Company Options covering 2,859,370 shares of Class A Common Stock were outstanding (of which Company Options covering zero

shares of Class A Common Stock remain unvested), with a weighted average exercise price per share of $26.49, (E) Company RSUs

covering 10,691,078 shares of Class A Common Stock were outstanding, and (F) Company PSUs covering 329,336 shares of Class A

Common Stock (based on achievement of the applicable performance metrics at the target level of performance) or 658,672 shares of Class A

Common Stock (based on achievement of the applicable performance metrics at the maximum level of performance) were outstanding; (ii) 37,267,622

shares of Class A Common Stock were reserved for issuance pursuant to the Company Equity Plans; (iii) 5,757,391 shares of Class

A Common Stock were reserved for issuance pursuant to the Company ESPP; (iv) no shares of Class B common stock, par value $0.0001 per

share, of the Company were issued and outstanding and (v) no shares of Company Preferred Stock were issued or outstanding. All the outstanding

shares of Class A Common Stock have been, and all shares of Class A Common Stock reserved for issuance as described above shall be, when

issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive

rights and not subject to or issued in violation of any purchase option, call option, right of first refusal, or any similar right pursuant

to any provision of applicable Law or any Contract to which the Company or any Company Subsidiary is a party or otherwise bound. None

of the issued and outstanding shares of Class A Common Stock have been issued in violation of any applicable securities Laws.

(b)

‎Section 3.2(b) of the Company Disclosure Letter sets forth a true,

correct and complete list, as of the Company Capitalization Date, of (i) each Company Equity Award, (ii) the name, state and

country of residence of the Company Equity Award holder, (iii) the number of shares of Class A Common Stock underlying each Company

Equity Award (for each Company

-11-

PSU, assuming achievement of

each of the target and maximum levels of performance), (iv) the date on which the Company Equity Award was granted, (v) the

Company Equity Plan under which the Company Equity Award was granted, (vi) the vesting commencement date and vesting schedule with

respect to the Company Equity Award, including any right of acceleration of such vesting schedule, (vii) the performance metrics

applicable to each Company Equity Award, if applicable, (viii) the exercise price of each Company Option, and (ix) the expiration

date of each Company Option. The exercise price of each Company Option was at least equal to the fair market value (determined in accordance

with Treasury Regulation Section 1.409A-1(b)(5)(iv)) of the Class A Common Stock on the date such Company Option was granted. All stock

subject to the Company Options constitutes “service recipient stock” (as defined under Treasury Regulation 1.409A-1(b)(5)(iii))

with respect to the grantor thereof.

(c)

Except as set forth in ‎Section 3.2(a) and ‎Section 3.2(b), and other than the shares of Class

A Common Stock that have become outstanding after the Company Capitalization Date that were reserved for issuance as set forth in ‎Section 3.2(a)(ii)

and issued in accordance with the terms of the applicable Company Equity Plan and Company Equity Award, in each case as of the date hereof:

(i) the Company does not have any shares of capital stock or other equity interests issued or outstanding and (ii) there are no outstanding

subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments

or any other Contract to which the Company or any Company Subsidiary is a party or is otherwise bound obligating the Company or any Company

Subsidiary to (A) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests

of the Company or any Company Subsidiary or securities convertible into, exchangeable for or exercisable for, or valued by reference to,

or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call,

exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any such

shares of capital stock or other equity interests or (D) provide any amount of funds to, or make any investment (in the form of a

loan, capital contribution or otherwise) in, any Company Subsidiary that is not wholly owned or in any other Person. There are no outstanding

obligations of the Company or any Company Subsidiary: (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring

the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect

to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital

stock or other equity interests of the Company or any Company Subsidiary.

(d)

Neither the Company nor any Company Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders

of which have the right to vote (or which are convertible into or exercisable for cash and/or securities having the right to vote) with

the Company Stockholders on any matter.

(e)

Other than the Voting Agreement with any Company Support Party, there are no voting trusts or other agreements, commitments or

understandings to which the Company, any Company Subsidiary, or any Company Support Party is a party with respect to the voting of the

capital stock or other equity interests of the Company or any Company Subsidiary.

(f)

The Company or a Company Subsidiary owns less than fifty percent (50%) of the interest in

the issued and outstanding capital stock and other equity interests of the entities

-12-

set

forth on Section 3.2(f) of the Company Disclosure Letter (such entities, the

“Minority Investment Entities”).

Section 3.2(f) of the Company Disclosure Letter sets forth a list of all Minority

Investment Entities. The Company has made available to Parent prior to the date hereof true, correct and complete copies of the

certificates of incorporation and bylaws, or equivalent organizational or governing documents, of the Minority Investment Entities, each

as currently in effect.

Section 3.3.

Corporate Authority.

(a)

The Company has all requisite corporate power and authority to execute and deliver and perform its obligations under this Agreement

and to consummate the Transactions, including, subject to receipt of the Company Stockholder Approval, the Merger. The execution and delivery

of this Agreement, the performance of the Company’s obligations under this Agreement, and the consummation of the Transactions have

been duly and validly authorized by the Company Board of Directors and no other corporate proceedings (pursuant to the Company Governing

Documents or otherwise) on the part of the Company are necessary to authorize the performance of the Company’s obligations under

this Agreement or the consummation of, and to consummate, the Transactions, except (i) the receipt of the Company Stockholder Approval

and (ii) with respect to the Merger, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

(b)

The affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock entitled to vote thereon to

approve the Merger and adopt this Agreement (the “Company Stockholder Approval”)

is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement

and to consummate the Transactions, including the Merger.

or prior to the date hereof, the Company Board of Directors has unanimously (i) determined that the terms of the Transactions,

including the Merger, are fair to, and in the best interests of, the Company and the Company Stockholders, (ii) determined that

it is fair to and in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this

Agreement, (iii) approved the execution and delivery by the Company of this Agreement and by the Company Support Parties of the

Voting Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Merger

and the other Transactions, in each case, upon the terms and subject to the conditions contained herein and (iv) unanimously

resolved to recommend that the Company Stockholders approve the Merger and the Transactions and adopt this Agreement. None of the

foregoing actions by the Company Board of Directors has been amended, rescinded or modified in any way (unless a Change of

Recommendation has been effected after the date hereof in accordance with the terms of ‎Section 5.2).

(d)

This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid

and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the

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Company in accordance with its

terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium

or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies

of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought (clauses ‎(i) and ‎(ii), collectively, the “Enforceability

Limitations”).

Section 3.4.

Governmental Consents; No Violation.

(a)

Other than (i) compliance with the DGCL, (ii) compliance with the Securities Act, (iii) compliance with the Exchange

Act, including the filing and mailing of the Proxy Statement with the SEC and any amendments or supplements thereto, (iv) compliance with

applicable state securities, takeover and “blue sky” laws, (v) compliance with the applicable requirements of the HSR

Act and obtaining any requisite clearances or approvals under any other applicable Regulatory Laws and (vi) compliance with any applicable

requirements of Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is

necessary or required, under applicable Law, for the execution, delivery and performance by the Company of this Agreement and consummation

by the Company of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not

obtained or made, (1) has not had, and would not reasonably be expected to have, individually or

in the aggregate, a Company Material Adverse Effect or (2) a material adverse effect on the ability of the Company to consummate

the Transactions, including the Merger, prior to the Outside Date.

(b)

The execution and delivery by the Company of this Agreement do not, and, subject to the receipt of the Company Stockholder Approval

and except as described in ‎Section 3.4(a), the consummation of the Transactions

and performance and compliance with the provisions hereof will not (i) require consent or other action by any person under or conflict

with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under,

or give rise to a right of, or result in, termination, modification, cancellation, first offer, first refusal or acceleration of any obligation

or to the loss of a benefit under any Contract binding upon the Company or any Company Subsidiary or to which any of them are a party

or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation or imposition

of any Lien upon any of the properties, rights or assets of the Company or any Company Subsidiary, other than Permitted Liens, (ii)

conflict with or result in any violation of any provision of the Company Governing Documents or the organizational or governing documents

of any Company Subsidiary or (iii) conflict with or violate any Laws applicable to the Company or any Company Subsidiary or any of

their respective properties, rights or assets, other than in the case of clause ‎(i) and

clause ‎(iii), any such violation, breach, conflict, default, termination, modification,

cancellation, acceleration, right, loss or Lien that (1) has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect or (2) a material adverse effect on the ability of the Company to consummate

the Transactions, including the Merger, prior to the Outside Date.

-14-

Section 3.5.

SEC Reports and Financial Statements.

(a)

Since February 1, 2023, the Company has timely filed or furnished all registration statements, forms, statements, schedules, exhibits,

documents and reports required to be filed or furnished by it with the SEC (such forms, statements, schedules, documents and reports,

the “Company SEC Documents”). As of their respective filing dates or, if amended prior to the date hereof, as of the

date of (and giving effect to) the last such amendment, the Company SEC Documents complied in all material respects with the applicable

requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), the Securities Act and the Exchange

Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules

and regulations of Nasdaq, and none of the Company SEC Documents contained (or, with respect to the Company SEC Documents filed after

the date hereof, will contain) any untrue statement of a material fact or omitted (or with respect to the Company SEC Documents filed

after the date hereof, will omit) to state any material fact required to be stated therein or necessary to make the statements therein,

at the time and in light of the circumstances under which they were made, not misleading. Since February 1, 2025, neither the Company

nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to

any of the Company SEC Documents (including the financial statements included therein) that are not resolved, or, as of the date hereof,

has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements

included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any

investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial

statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with, or furnish any other

material to, the SEC. As of the date of this Agreement, to the Company’s Knowledge, (i) no Company SEC Document is the subject of

ongoing SEC review, and (ii) no such review is threatened with respect to any Company SEC Document.

(b)

The consolidated financial statements (in each case, including all related notes and schedules) of the Company included or incorporated

by reference in the Company SEC Documents when filed or, if amended prior to the date hereof, as of the date of (and giving effect to)

the last such amendment, complied in all material respects with the applicable accounting requirements and the published rules and regulations

of the SEC with respect thereto, in each case in effect at the time of such filing, and fairly present in all material respects the consolidated

financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results

of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited quarterly

financial statements, to normal year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations

of the SEC and to the absence of notes) in conformity with United States Generally Accepted Accounting Principles (“GAAP”)

applied on a consistent basis during the periods involved (subject, in the case of the unaudited quarterly financial statements, to normal

year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations of the SEC and to the absence

of notes, none of which would be reasonably expected to be, as of the date hereof, material individually or in the aggregate).

-15-

(c)

The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the Dodd-Frank

Wall Street Reform and Consumer Protection Act, as amended. Each required form, report and document containing financial statements that

has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s

principal executive officer and principal financial officer pursuant to the Sarbanes-Oxley Act and, at the time of filing or submission

of each such certification, such certification complied in all material respects with the applicable provisions of the Sarbanes-Oxley

Act. Neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning

the accuracy, completeness, form or manner of filing of such certifications.

(d)

Neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance

sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company

or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited

purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the

SEC), in any such case, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities

of, the Company in the Company’s published financial statements or any Company SEC Documents.

Section 3.6.

Internal Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal

control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange

Act) as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP, and which includes policies and procedures

that: (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions

of the assets of the Company and (b) are designed to provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP. The Company’s disclosure controls and procedures are reasonably

designed to ensure the reliability of the Company’s financial reporting, including that all material information required to be

disclosed by the Company and the Company Subsidiaries in the reports that it files or furnishes under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is

accumulated and communicated to the Company’s management by others within those entities as appropriate to allow timely decisions

regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act

and that such material information is disclosed to the Company’s auditors and the audit committee of the Company Board of Directors.

Since February 1, 2022, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s

auditors and the audit committee of the Company Board of Directors (the material circumstances of which disclosure (if any) and significant

facts learned during the preparation of such disclosure have been made available to Parent prior to the date hereof) (i) any significant

deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud,

whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls

over financial reporting and (iii) any written claim or allegation

-16-

regarding clause ‎(i)

or ‎(ii). Since February 1, 2022, neither the Company nor any Company Subsidiary has received any material, unresolved complaint,

allegation, assertion or claim, whether written or, to the Company’s Knowledge, oral, regarding the accounting or auditing practices,

procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, and no

attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has, to

the Company’s Knowledge, reported in writing credible evidence of a material violation of securities Laws, breach of fiduciary duty

or similar violation by the Company or any Company Subsidiary or their respective officers, directors, employees or agents to the Company

Board of Directors or any committee thereof or to the Chief Legal Officer, Chief Executive Officer or Chief Financial Officer of the Company.

Section 3.7.

No Undisclosed Liabilities. Neither the Company nor any Company Subsidiary has any liabilities of any nature, whether or

not accrued, contingent, absolute, determined, determinable or otherwise, except (a) as and to the extent specifically disclosed,

reflected or reserved against in the Company’s consolidated balance sheet (or the notes thereto) as of January 31, 2025, included

in the Company SEC Documents filed or furnished prior to the date hereof, (b) for liabilities incurred or which have been discharged

or paid in full, in each case, in the ordinary course of business consistent with past practice since January 31, 2025 (other than any

liability for any material breaches of Contracts), (c) as expressly required or expressly contemplated by this Agreement and (d)

for liabilities which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect.

Section 3.8.

Absence of Certain Changes or Events.

(a)

From February 1, 2026, there has not occurred any Effect that has had or would reasonably be expected to have, individually or

in the aggregate, a Company Material Adverse Effect.

(b)

From February 1, 2026 through the date hereof, (i) except to the extent it relates to the events giving rise to and the discussion

and negotiation of this Agreement and the Transactions, the businesses of the Company and the Company Subsidiaries have been conducted

in all material respects in the ordinary course of business consistent with past practice and (ii) neither the Company nor any Company

Subsidiary has taken any action that, if taken after the date hereof, would constitute a breach of, or require the consent of Parent under,

‎Section 5.1‎(b) (other than any

actions specified by clauses ‎(i), ‎(iv),

‎(v), ‎(vii), ‎(x),

‎(xi), ‎(xii), ‎(xv),

‎(xx) or (xxvi) (to the extent clause (xxvi) relates to the foregoing clauses)).

Section 3.9.

Compliance with Law; Permits.

(a)

The Company and each Company Subsidiary, and, to the Company’s Knowledge, their respective directors and officers are and

have been since February 1, 2023 in compliance with, and not in default under or in violation of, any Laws (including Environmental Laws

and employee benefits and labor Laws) applicable to the Company or such Company Subsidiary or any of their respective properties or assets,

except where such non-compliance,

-17-

default or violation has not

had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)

The Company and the Company Subsidiaries are and have been since February 1, 2023 in possession of all franchises, grants, authorizations,

business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders

of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company Subsidiaries to own, lease and

operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”),

except where the failure to have any of the Company Permits has not had, and would not reasonably be expected to have, individually or

in the aggregate, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, no default (with or without

notice, lapse of time or both) has occurred under any such Company Permit and none of the Company or any Company Subsidiary has received

any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit.

(c)

Except as would not, individually or in the aggregate, reasonably be expected to be material

to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Company Subsidiary, or any of their respective

directors, officers, or employees, or, to the Company’s Knowledge, agents or any other third party (including the Company’s

or the Company Subsidiaries’ respective Representatives) acting on behalf of the Company or any Company Subsidiary, has, during

the past five (5) years, directly or indirectly (i) taken

any action in violation of any applicable Anti-Corruption Law or anti-money laundering laws, (ii) offered, authorized, provided

or promised (or made attempts at doing any of the foregoing) any payment or thing of value to any Person, including a “foreign official”

(as defined by the FCPA), for the purpose of influencing any acts or decision of such Person to unlawfully obtain or retain business or

other advantage or (iii) taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or

anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any Representative of another

Person in the course of their business dealings with the Company or any Company Subsidiary, in order to unlawfully induce such Person

to act against the interest of his or her employer or principal.

(d)

Except as would not, individually or in the aggregate, reasonably be expected to be material

to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Company Subsidiary or, to the Company’s

Knowledge, any of their respective officers, directors, employees, agents or persons acting on it or any Company Subsidiary’s behalf,

is or has in the last five (5) years been subject to any actual, pending, or, to the Company’s Knowledge, threatened civil, criminal,

or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, Proceedings, demand letters, settlements

or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any Company Subsidiary

in any way relating to applicable Anti-Corruption Laws. The Company and each Company Subsidiary has

established and maintains a compliance program and reasonable internal controls and procedures appropriate to ensure compliance with the

requirements of applicable Anti-Corruption Laws.

-18-

(e)

Within the last five (5) years, the Company and each Company Subsidiary and their respective officers, directors, employees, and,

to the Company’s knowledge, agents have conducted their business in accordance with United States economic sanctions Laws administered

by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”) and all other applicable sanctions

Laws in all material respects.

(f)

Within the last five (5) years, the Company and each of the Company Subsidiary has conducted its export, re-export, transfer and

import transactions in accordance with all applicable U.S. export, re-export, transfer, and import Laws, including the Export Administration

Regulations maintained by the U.S. Department of Commerce, customs regulations maintained by the U.S. Department of Homeland Security

(Customs and Border Protection), and all other applicable import and export controls in all material respects.

(g)

None of the Company or any Company Subsidiary, nor any director, officer, employee, or, to

the Company’s Knowledge, agent or affiliate of the Company or any Company Subsidiary: (x) is, or is 50% or more controlled

or owned by one or more Persons or entities targeted by or subject to sanctions administered by OFAC, the U.S. Department of Commerce’s

Bureau of Industry and Security (“BIS”), the European Union, any of the Member States of the European Union or the

United Kingdom, or is included on any sanctioned party list administered by OFAC, BIS, the U.S. Department of State (including the List

of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Denied Persons List, Entity List, or Unverified

List, or the Department of State Debarred Parties List, or the United Nations Security Council Consolidated List) or by the European Union,

any of the Member States of the European Union, or the United Kingdom (including, without limitation, the Consolidated List of Persons,

Groups, and Entities Subject to EU Financial Sanctions, and the UK’s Consolidated Sanctions List) (collectively, the “Restricted

Parties”) or (y) has, at any time within the last five (5) years, conducted any business with or engaged in any transaction

or arrangement with or involving, directly or indirectly, any Restricted Parties or territories subject to economic or trade sanctions

in violation of applicable Law, or has otherwise been in violation of any such sanctions, restrictions, or similar Law. None of

the Company or any Company Subsidiary is subject to any pending or, to the Company’s Knowledge, threatened action by any U.S. Governmental

Entity or other Governmental Entity that would restrict its ability to engage in export transactions, bar it from exporting or otherwise

limit its exporting activities or sales. None of the Company or any Company Subsidiary has,

within the last five (5) years, received any written notice of deficiencies in connection with any Trade and Sanctions Controls from OFAC

or any other Governmental Entity or made any voluntary disclosures to OFAC or any other Governmental Entity of facts that could result

in any action being taken or any penalty being imposed by a Governmental Entity against the Company or any Company Subsidiary. The Company

and each Company Subsidiary has, and has had at all times within the last five (5) years, in place policies and procedures designed to

promote and ensure compliance with all applicable Trade and Sanctions Controls.

(h)

The Company is in compliance in all material respects with the applicable listing and other rules and regulations of Nasdaq.

-19-

Section 3.10.

Employee Benefit Plans.

(a) ‎Section 3.10(a)

of the Company Disclosure Letter sets forth a true, correct and complete list of each material Company Benefit Plan. For purposes of

this Agreement, “Company Benefit Plan” means each “employee pension benefit plan” (as defined in

Section 3(2) of ERISA), each “employee benefit plan” (as defined in Section 3(3) of ERISA) and each “employee

welfare benefit plan” (as defined in Section 3(1) of ERISA), in each case whether or not subject to ERISA, and each other

benefit or compensation plan, policy, program, agreement or arrangement, including but not limited to each bonus, stock, stock

option or other equity-based compensation arrangement or plan, incentive, deferred compensation, retirement or supplemental

retirement, severance, employment, change-in-control, collective bargaining, profit sharing, pension, vacation, cafeteria, dependent

care, medical care, employee assistance program, education or tuition assistance programs, and each insurance and other similar

fringe or employee benefit plan, policy, program, agreement or arrangement, in each case, for the benefit of current employees,

directors or consultants (or any dependent or beneficiary thereof) of the Company or any Company Subsidiary or any of their ERISA

Affiliates or with respect to which the Company or any Company Subsidiary has or may have any obligation or liability (whether

actual or contingent), but excluding any such arrangement solely maintained by a Governmental Entity or any Multiemployer Plan. With

respect to each material Company Benefit Plan, the Company has delivered or made available to Parent true, correct and complete

copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i) all plan

documents, summary plan descriptions, summaries of material modifications, and amendments related to such plans and any related

trust agreement, (ii) the most recent Form 5500 Annual Report, (iii) the most recent audited financial statement and

actuarial valuation, (iv) all material, non-routine filings and correspondence with any Governmental Entity during the past

three (3) years and (v) all material related agreements, insurance contracts and other agreements which implement each such

Company Benefit Plan. The Company has delivered or made available to Parent true, correct and complete copies of each Company Equity

Plan and the forms of award agreements evidencing the Company Equity Awards, and with respect to the foregoing forms, other than

differences with respect to the number of shares of Class A Common Stock covered thereby, the grant date, the exercise price,

regular vesting schedule, and expiration date applicable thereto, no award agreement evidencing any Company Equity Award contains

material terms that are not consistent with, or in addition to, such forms.

(b)

Except as would not be, either, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as

a whole, each of the Company Benefit Plans has been operated and administered in accordance with its terms and in compliance with applicable

Law, including ERISA, the Code and, in each case, the regulations thereunder. No liability under Title IV of ERISA has been incurred by

the Company, the Company Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and to the Company’s

Knowledge, no condition exists that is likely to cause the Company, the Company Subsidiaries or any of their ERISA Affiliates to incur

any such liability. All material contributions or other material amounts payable by the Company or the Company Subsidiaries pursuant to

each Company Benefit Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP or applicable

international accounting standards. There are no pending, or, to the Company’s Knowledge, threatened or anticipated, claims, actions,

investigations or audits (other than routine

-20-

claims for benefits) by, on

behalf of or against any of the Company Benefit Plans or any trusts related thereto that would result in a material liability.

(c)

Within the last six (6) years, no Company Benefit Plan has been an employee benefit plan subject to Section 302 or Title IV

of ERISA or Section 412, 430 or 4971 of the Code. None of the Company, the Company Subsidiaries or any of their respective ERISA

Affiliates has incurred or is reasonably expected to incur any Controlled Group Liability that has not been satisfied in full, except,

with respect to clause (iv) of the definition of Controlled Group Liability only, as would not result in a liability that is material

to the Company and the Company Subsidiaries, taken as a whole. None of the Company, any of the Company Subsidiaries or any of their respective

ERISA Affiliates has engaged in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and

Section 4975 of the Code) or breached any fiduciary duties with respect to any Company Benefit Plan that reasonably would be expected

to subject the Company, the Company Subsidiaries or the Surviving Corporation to any Tax or penalty, except as would not be, either individually

or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

(d)

Neither the Company, the Company Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the preceding

six (6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect

to any Multiemployer Plan, a “multiple employer plan” or a “multiple employer welfare arrangement” (as such terms

are defined in ERISA).

(e)

No Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current

or former employees or directors of the Company or the Company Subsidiaries beyond their retirement or other termination of service, other

than coverage mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or comparable U.S. state Law, for which

the covered individual pays the full premium cost of coverage.

(f)

(i) Each of the Company Benefit Plans that is intended to be “qualified” within the meaning of Section 401(a)

of the Code has received a favorable determination letter or opinion letter as to its qualification and (ii) to the Company’s

Knowledge, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect

the qualified status of any such plan. Each such favorable determination letter has been provided or made available to Parent.

(g)

Each Company Benefit Plan has been maintained and operated in documentary and operational compliance in all material respects with

Section 409A of the Code or an available exemption therefrom.

(h)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with

any other event) could, except as provided by this Agreement or the Company Disclosure Letter, (i) result in any payment (including

severance and unemployment compensation, forgiveness of Indebtedness or otherwise) becoming due to any current or former director, officer,

employee or other individual service provider of the Company or any Company Subsidiary under any Company Benefit Plan or otherwise, (ii) increase

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any benefits otherwise payable

under any Company Benefit Plan or otherwise, (iii) result in any acceleration of the time of payment or vesting of any such benefits,

(iv) require a contribution or funding by the Company or any Company Subsidiary to a Company Benefit Plan or the transfer or setting aside

of assets to fund any benefits under a Company Benefit Plan, (v) result in any breach or violation of, or default under or limit the right

to amend, modify, terminate or transfer the assets of, any Company Benefit Plan following the Effective Time or (vi) result in any payment

(whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury

Regulations Section 1.280G-1) that could, individually or in combination with any other such payment, constitute an “excess

parachute payment” (as defined in Section 280G(b)(1) of the Code).

(i)

No Person is entitled to any gross-up, make-whole, or other additional payment from the Company or any Company Subsidiary with

respect to any Tax or interest or penalty related thereto, including in accordance with Sections 4999 or 409A of the Code.

(j)

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect, each Company Benefit Plan, if any, which is maintained outside of the United States (i) has been operated in conformance

and compliance with the applicable statutes or governmental regulations and rulings relating to such plans in the jurisdictions in which

such Company Benefit Plan is present or operates and, to the extent relevant, the United States, (ii) that is intended to qualify

for special tax treatment meet all requirements for such treatment and (iii) that is intended to be funded or book-reserved are fully

funded or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Section 3.11.

Labor Matters.

(a)

Neither the Company nor any Company Subsidiary is a party to, bound by (or otherwise subject to) or in the process of negotiating

any collective bargaining agreement or other Contract with a labor union, works council, employee representative group or labor organization,

and to the Company’s Knowledge, no demand has been made or petition filed or Proceedings initiated by an employee or group of employees

of the Company or any Company Subsidiary with any labor relations board or other Governmental Entity seeking recognition of any labor

organization. Neither the Company nor any Company Subsidiary is (or has during the past two (2) years been) subject to a material labor

dispute, strike or work stoppage. There are no organizational efforts with respect to the formation of a collective bargaining unit presently

being made or, to the Company’s Knowledge, threatened involving employees of the Company or any Company Subsidiary.

(b)

The Company and each Company Subsidiary are and have been since February 1, 2023 in compliance with all applicable Law respecting

labor and employment matters, including immigration, fair employment practices, terms and conditions of employment, workers’ compensation,

occupational safety and health, plant closings, mass layoffs, worker classification, sexual harassment, discrimination, exempt and non-exempt

status, compensation and benefits, wages and hours (including overtime and minimum wage requirements), disability rights, equal employment

opportunity and the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), except

where such non-compliance has not had, and would not reasonably be expected to have, individually or in the

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aggregate, a Company Material

Adverse Effect. Neither the Company nor any Company Subsidiary has taken any action since February 1, 2023, that would (i) constitute

a “Mass Layoff” or “Plant Closing” within the meaning of the WARN Act, or any similar state, local or foreign

Law or (ii) otherwise trigger any material liability or obligations under the WARN Act or any similar state, local or foreign Law.

(c)

There is not, and since February 1, 2023 there has not been, any (i) proceeding pending or, to the Company’s Knowledge, threatened

by or before any Governmental Entity with respect to the Company or any Company Subsidiary concerning employment-related matters or (ii)

proceeding pending or, to the Company’s Knowledge, threatened against or affecting the Company or any Company Subsidiary brought

by any current or former applicant, employee or independent contractor of the Company or any Company Subsidiary, except as would not be,

either individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

(d)

To the Company’s Knowledge, in the last five (5) years, (i) no allegations of sexual harassment, sexual misconduct, sexual

assault, sexual discrimination or other material harassment or discrimination allegations have been made against any member of the Company

Board of Directors (in their capacity as such) or employee at the level of Vice President or above, and (ii) neither the Company nor any

of the Company Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment, sexual misconduct,

sexual assault, sexual discrimination or other material harassment or discrimination allegations involving any member of the Company Board

of Directors (in their capacity as such) or employee at the level of Vice President or above.

Section 3.12.

Tax Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect:

(a)

The Company and the Company Subsidiaries have timely filed (taking into account any valid extension of time within which to file)

all Tax Returns that are required to be filed by or with respect to any of them and all such Tax Returns are true, correct and complete;

(b)

The Company and the Company Subsidiaries have timely paid in full to the appropriate Governmental Entity all Taxes required to

be paid by any of them, except for Taxes for which the financial statements of the Company and the Company Subsidiaries reflect adequate

reserves, in accordance with GAAP;

(c)

The Company and the Company Subsidiaries have (i) timely paid, deducted, withheld and collected all amounts required to be paid,

deducted, withheld or collected by any of them with respect to any payment owing to, or received from, their employees, creditors, independent

contractors, customers and other third parties (and have timely paid over any amounts so withheld, deducted or collected to the appropriate

Governmental Entity) and (ii) have otherwise complied in all respects with all applicable Laws relating to the payment, withholding, collection

and remittance of Taxes (including information reporting requirements);

(d)

There is no (i) claim, litigation, audit, examination, investigation or other proceeding pending or, to the Knowledge of the Company,

threatened with respect to any Taxes

-23-

or Tax Returns of the Company

or any Company Subsidiary, or (ii) deficiency for Taxes that has been assessed by any Governmental Entity against the Company or any Company

Subsidiary and that has not been fully satisfied by payment;

(e)

Neither the Company nor any Company Subsidiary has waived any statute of limitations with respect to any Taxes or agreed to any

extension of time with respect to a Tax assessment or deficiency (other than in connection with automatic extensions of time to file Tax

Returns), which waiver or extension is still in effect;

(f)

Within the last two (2) years, neither the Company nor any Company Subsidiary has distributed stock of another Person, or has had

its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section

355(a) of the Code;

(g)

None of the Company or any Company Subsidiary (i) is a party to or bound by, or has any obligation under, any Tax allocation, sharing,

indemnity, or reimbursement agreement or arrangement (other than any ordinary course commercial agreement not primarily related to Taxes,

and other than any agreement or arrangement solely among the Company and the Company Subsidiaries) or (ii) has any liability for Taxes

of any Person (other than the Company or any Company Subsidiary) under Treasury Regulations Section 1.1502-6 (or any similar provision

of state, local, or nonU.S. Law) or as transferee or successor, by contract or otherwise by operation of Law;

(h)

There are no Liens in respect of or on account of Taxes upon any property or assets of the Company or any Company Subsidiary, other

than Permitted Liens;

(i)

Within the last six (6) years, no claim has been made in writing from any Tax authority in a jurisdiction where the Company or

any Company Subsidiary has not filed Tax Returns of a particular type that the Company or any Company Subsidiary is or may be subject

to Tax by, or required to file Tax Returns with respect to Taxes in, such jurisdiction;

(j)

Neither the Company nor any Company Subsidiary is bound with respect to the current or any future taxable period by any closing

agreement (within the meaning of Section 7121(a) of the Code or any similar or analogous provision of state, local or non-U.S. Law)

or other similar ruling or written agreement with a Tax authority;

(k)

Neither the Company nor any Company Subsidiary has participated in any “reportable transaction” within the meaning

of Treasury Regulations Section 1.6011-4(b) (or any similar provision of state, local or non-U.S. Law);

(l)

Other than adjustments made in the ordinary course of business consistent with past practice for accrued income taxes, neither

the Company nor any Company Subsidiary will be required to include an item of income (or exclude an item of deduction) in any taxable

period (or portion thereof) beginning after the Closing Date as a result of (i) a change in or incorrect method of accounting occurring

prior to the Closing Date, (ii) a prepaid amount received (or deferred revenue recognized) or paid, prior to the Closing Date, (iii) an

election under Section 108(i) of the Code (or any similar provision of state, local, or non-U.S. Law), (iv) an election pursuant

to Section 965(h) of the Code, (v) intercompany transaction or excess loss

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account described in Treasury

Regulations under Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax Law) occurring on or prior

to the Closing Date or (vi) installment sale or open transaction disposition made on or prior to the Closing Date;

(m)

Except as contemplated by this Agreement, neither the Company nor any Company Subsidiary has undergone an “ownership change”

within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder;

(n)

Neither the Company nor any Company Subsidiary (i) is or has been a resident for Tax purposes in a country outside its country

of organization; (ii) has, or has ever had, a permanent establishment or other taxable presence in any country other than its country

of organization; or (iii) is, or has ever been, subject to income Tax in a country outside its country of organization; and

(o)

The U.S. federal income tax classifications of each Company Subsidiary is listed in Section 3.12(o) of the Company

Disclosure Letter.

Section 3.13.

Litigation; Orders. As of the date hereof, there are no Proceedings pending or, to the Company’s Knowledge, threatened

against the Company or any Company Subsidiary or any of their respective properties, rights or assets, at law or in equity, by or before,

and there are no orders, judgments, injunctions, awards or decrees of or settlement agreements with, any Governmental Entity, that are

or would reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as

a whole. As of the date hereof, neither the Company nor any Company Subsidiary has any material Proceedings pending against any other

Person.

Section 3.14.

Intellectual Property.

(a)

‎Section 3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date

hereof of all: (i) patents and patent applications, (ii) registered trademarks, service marks, trade dress, logos, slogans,

brand names, trade names and corporate names and applications therefor, (iii) domain name and social media handle registrations,

(iv) copyright registrations and applications for copyright registration, and (v) any other Intellectual Property that is the

subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by the Company or any

Company Subsidiary with any state, government or other public authority, in each case, that are owned by, filed in the name of, applied

for by, or subject to a valid obligation of assignment to, the Company or any Company Subsidiary, whether wholly or jointly owned (the

“Company Registered Intellectual Property”).

(b)

The Company solely owns each item of Company Intellectual Property free and clear of all Liens, other than Permitted Liens. Each

material item of Company Registered Intellectual Property is subsisting and has not expired, been cancelled, or been abandoned, and to

the Company’s Knowledge, each material item of Company Intellectual Property (other than applications for registrations) is valid

and enforceable. As of the date hereof, no Proceeding (other than office actions in connection with the prosecution of applications) is

pending or, to the

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Company’s Knowledge, threatened

by or before any Governmental Entity, that challenges the legality, validity, enforceability, registration, use or ownership of any Company

Intellectual Property. Neither the Company nor any Company Subsidiary receives an exclusive license under any third party Intellectual

Property that is material to the conduct of the business of the Company and the Company Subsidiaries, taken as a whole.

(c)

Neither the Company nor any Company Subsidiary has granted or transferred (or is obligated to grant or transfer) to any Person

or has permitted (or is obligated to permit) any Person to retain any ownership interest, including any joint ownership interest, or any

exclusive rights, in any Company Intellectual Property and is material to the conduct of the business of the Company and the Company Subsidiaries,

taken as a whole.

(d)

Except as would as would not be, either individually or in the aggregate, material to the Company and the Company Subsidiaries,

taken as a whole, the Company and the Company Subsidiaries (i) own, license, sublicense or otherwise possess legally enforceable and

sufficient rights to use all Intellectual Property necessary to conduct the business of the Company and the Company Subsidiaries as currently

conducted, all of which rights shall survive the consummation of the Transactions (including the Merger) on substantially the same terms,

without termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit with respect thereto,

and (ii) may exercise, transfer, or license all Company Intellectual Property and other such rights without material restriction or

material payment to any Person, except (in the case of this clause (ii)) as a result of the terms of a Contract to which Parent, but neither

the Company nor a Company Subsidiary, is a party.

(e)

As of the date hereof, no Proceedings are pending or, to the Company’s Knowledge, are threatened against the Company or any

Company Subsidiary, alleging that the Company or any Company Subsidiary is infringing, misappropriating, diluting or otherwise violating

the Intellectual Property of any Person. Except as has not been and would not reasonably be expected to be, individually or in the aggregate,

material to the Company and the Company Subsidiaries, taken as a whole, (i) the conduct of the business of the Company and the Company

Subsidiaries, including the commercialization and exploitation of the Company Products in connection with such business, as currently

conducted or as conducted since February 1, 2023, has not infringed, violated, constituted, or misappropriated any Intellectual Property

rights of any Person, violated the Digital Millennium Copyright Act (DMCA) or similar statute with respect to digital works or data, or

constituted unfair competition or unfair trade practices, (ii) to the Company’s Knowledge, no Person is infringing, misappropriating,

diluting, using in an unauthorized manner or otherwise violating any Company Intellectual Property, and (iii) since February 1, 2023,

neither the Company nor any Company Subsidiary has instituted or threatened to institute any Proceeding against any Person alleging that

such Person is infringing, misappropriating, diluting, using in an unauthorized manner or otherwise violating any Company Intellectual

Property.

(f)

Except as would not reasonably be expected to, either individually or in the aggregate, be material to the Company and the Company

Subsidiaries, taken as a whole: (i) in each case in which the Company or any Company Subsidiary has engaged or hired an employee, consultant

or contractor (whether current or former) for the purpose of developing or creating any Intellectual Property, or who has otherwise developed

or created Intellectual Property material to

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the business of the Company

and the Company Subsidiaries within the scope of their employment or engagement therefor, the Company or such Company Subsidiary has obtained,

either by operation of Law or by valid assignment or transfer, exclusive ownership of all such Intellectual Property, and, to the Company’s

Knowledge, no such employee, consultant or contractor retains or claims to retain any ownership or other rights in or with respect to

such Intellectual Property; (ii) the Company and each Company Subsidiary have taken commercially reasonable actions to maintain and protect

all Company Intellectual Property that derives independent economic value, actual or potential, from not being known to other Persons,

and all such Intellectual Property has been maintained in confidence in accordance with procedures that are customarily used in the industry

to protect rights of like importance; and (iii) to the Company’s Knowledge, since February 1, 2023, there has been no unauthorized

disclosure of Company Intellectual Property, or unauthorized disclosure by the Company or any Company Subsidiary of any third party Intellectual

Property. Without limiting the generality of the foregoing, the Company and the Company Subsidiaries have, and enforce, a policy requiring

each employee, consultant and contractor that has access to any such Intellectual Property to execute a confidentiality agreement that

obligates such Person to maintain the confidentiality thereof, except where the failure to enforce such policy has not been and would

not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

(g)

Neither the Company nor any Company Subsidiary has used, modified, distributed, or made available any Software or other technology

under an Open Source License in a manner that would require any material Company Intellectual Property to be (i) disclosed, distributed,

or made available in Source Code form, (ii) licensed for the purposes of preparing derivative works, (iii) licensed under terms that

allow Company Products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled, or (iv) redistributed

at no charge. The Company and the Company Subsidiaries are and have been in compliance in all material respects with all Open Source Licenses

to which they are subject.

(h)

‎Section 3.14(h) of the Company Disclosure Letter contains a true, correct and complete list of, and the Company

has made available to Parent prior to the date hereof true, correct and complete copies of, all Contracts

in effect (or with respect to Contracts no longer in effect, to the extent of any surviving terms) pursuant to which the Company

or any Company Subsidiary (i) grants any license, covenant not to assert, release, agreement not to enforce or prosecute, or other

immunity to any Person under or to any patent rights or other material Company Intellectual Property, except Ordinary Course Licenses,

(ii) other than Open Source Licenses, is granted a license or immunity (other than Ordinary Course Licenses) or a covenant not to

assert, or release, or agreement not to enforce or prosecute to or under any Intellectual Property, or (iii) develops, acquires,

or contracts with any other Person to develop or acquire Intellectual Property, including under any joint development relationship (but

excluding employment, consulting, services or invention assignment agreements entered into in the ordinary course of business with employees,

contractors or consultants of the Company or any Company Subsidiaries, in each case, where the applicable employee, contractor or consultant

has validly assigned all rights in such Intellectual Property to the Company or the Company Subsidiaries), in each case of clauses

‎(i) through ‎(iii), that is material to the conduct of the business of the Company and the Company Subsidiaries, taken

as a whole (the foregoing in clauses ‎(i) through ‎(iii), together with the Ordinary Course Licenses and Open Source

Licenses, the “IP Contracts”).

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(i)

The Company has made available to Parent prior to the date hereof true, correct and complete list of all material Company Products.

(j)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions will result in or give any other

Person right or option to cause or declare (i) a material breach, violation, modification, cancellation, termination, or suspension

of any IP Contract that is material to the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, (ii)

the release of any Source Code that is Company Intellectual Property or other material proprietary or confidential Intellectual Property

of the Company or any Company Subsidiary, (iii) the grant of (or requirement to grant) any license, covenant not to assert,

release, agreement not to enforce or prosecute, or other immunity or similar right to or under any Company Intellectual Property that

is material to the conduct of the business of the Company and the Company Subsidiaries, taken as a whole (or (except as a result of the

terms of a Contract to which Parent, but neither the Company nor a Company Subsidiary, is a party) any Intellectual Property of Parent)

to any Person, or (iv) the Company, any Company Subsidiary or (except as a result of the terms of a Contract to which Parent,

but neither the Company nor a Company Subsidiary, is a party) Parent being subject to any non-compete or other material restriction on

the operation or scope of their respective business. All IP Contracts shall remain in full force and effect following the Closing in accordance

with their terms, and, as of immediately after the Closing, the Company and the Company Subsidiaries will be entitled to exercise all

of their respective rights under all IP Contracts to the same extent as prior to the Closing, in each case, except has not been and would

not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

(k)

As of the date hereof, no Proceeding by any Person is pending against the Company or any Company Subsidiary, nor has any of them

received any written claim or notice since February 1, 2023, with respect to any material warranty or material indemnity claim relating

to any Company Products or with respect to the material breach of any material agreement (including any IP Contract) under which such

Company Products have been made available, in each case, which remains unresolved.

(l)

To the Company’s Knowledge, no Company System, and no Software included in any Company Product, contains any undisclosed

disabling codes or instructions, “time bombs,” “Trojan horses,” “back doors,” “trap doors,”

“worms,” viruses, bugs, faults, security vulnerabilities (as such terms are commonly understood in the software industry)

or other Software routines or hardware components that (i) enable or assist any Person to acquire or access without authorization

or disable or erase any Software, Company Products or Protected Information or information, or (ii) otherwise significantly adversely

affect the functionality of the Company Systems or Company Products, except as has not been and would not reasonably be expected to be,

individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

(m)

The Company and each Company Subsidiary maintains and adheres to policies and procedures that are compliant with applicable Law

relating to the development, training, fine-tuning, evaluation, validation, testing, improvement, use and deployment of AI Systems at

and by the Company or any Company Subsidiary, and there has been no actual or alleged non-compliance with any such policies and procedures.

The Company and each of the

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Company Subsidiaries has, and

at all times during the past three (3) years had, legally enforceable and sufficient rights to use or process all Training Data in the

manner used or processed by or for it to develop, train, fine-tune, evaluate, validate, test or improve AI Systems, and the Company and

Company Subsidiaries have provided reasonable notice of, and complied with Contract terms applicable to, such use or processing, except

as would not be, either individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. Neither

the Company nor any Company Subsidiary is the subject of any complaint, claim, audit, investigation, proceeding, or litigation (or a request

for information or testimony from regulators or legislators) regarding any AI System or Training Data. Except as has not had and would

not reasonably be expected to be individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole,

neither the Company nor any Company Subsidiary uses or makes available to third parties any High-Risk AI Systems or engages in activities

that are “unacceptable” or “prohibited” under the European Union Artificial Intelligence Act (or that are subject

to a similar designation under applicable Law in other jurisdictions).

Section 3.15.

Privacy and Data Protection.

(a)

Since February 1, 2023, the Company’s and each Company Subsidiary’s receipt, collection, monitoring, maintenance, hosting,

creation, transmission, use, analysis, disclosure, storage, retention, disposal, security and other processing, as the case may be, of

Protected Information, and, to the Company’s Knowledge, any such activities performed or handled by authorized third parties on

the Company’s or a Company Subsidiary’s behalf, have complied in all material respects with, and neither the execution and

delivery of this Agreement nor the consummation of the Transactions will result in the Company, any Company Subsidiary, Parent, Merger

Sub or the Surviving Corporation being in material breach or material violation of (i) any provisions of Contracts governing Protected

Information to which the Company or any Company Subsidiary is bound, (ii) applicable Information Privacy and Security Laws, (iii) PCI

DSS, to the extent applicable to the Company or any Company Subsidiary, (iv) any Privacy Statements, or (v) any consents or authorizations

that apply to the Protected Information that have been obtained by the Company or a Company Subsidiary. To the extent required by HIPAA,

the Company and each Company Subsidiary have executed Business Associate Agreements (as such agreements are defined in HIPAA) with any

Covered Entity or Business Associate (as defined in HIPAA), in compliance with HIPAA. The Company and each Company Subsidiary have all

rights, authority, consents and authorizations necessary under applicable Information Privacy and Security Laws to receive, retain, access,

use and disclose the Protected Information in their possession or under their control in connection with the operation of their business.

Since February 1, 2023, the Company and each Company Subsidiary have posted, where required by Information Privacy and Security Laws,

as applicable, privacy policies governing their use of Protected Information on their websites made available by the Company and each

Company Subsidiary, and the Company and each Company Subsidiary have complied in all material respects with such current and former published

privacy policies.

(b)

There has been no material (i) security breach of or unauthorized access to, or malicious or unauthorized disruption to, any Company

Products, or any Company System that transmits or maintains Protected Information, or (ii) incident involving the loss, damage or unauthorized

access, acquisition, modification, use or disclosure of any Protected Information owned, used, hosted, maintained or controlled by or,

to the Company’s Knowledge, on behalf of,

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the Company or the Company Subsidiaries,

including any such unauthorized access, acquisition, modification, use or disclosure of Protected Information that would constitute a

breach for which notification by the Company or any Company Subsidiary to individuals, Persons or Governmental Entities is required, or

was made, under any applicable Information Privacy and Security Laws or Contracts to which the Company or a Company Subsidiary is a party.

To the Company’s Knowledge, none of the Company’s or any Company Subsidiary’s vendors, suppliers and subcontractors

have (A) suffered any material security breach that resulted in any unauthorized access to, modification of, use of, disclosure of or

loss of or damage to any Protected Information, (B) materially breached any Contracts with the Company or any Company Subsidiary relating

to Protected Information or (C) violated any applicable Information Privacy and Security Laws in relation to the processing of Protected

Information on behalf of the Company or any Company Subsidiary, in each case in any material respect.

(c)

Since February 1, 2023, the Company and each Company Subsidiary have implemented and maintained in a commercially reasonable manner

a written information security program, covering the Company and each Company Subsidiary and their respective material Company Systems,

designed to (i) identify and address internal and external risks to the security, integrity or privacy of any proprietary or confidential

information in their possession, including Protected Information, (ii) implement, monitor and maintain administrative, technical

and physical safeguards to control these risks, and (iii) maintain notification procedures in compliance with applicable Information

Privacy and Security Laws and customer Contracts in the case of any breach of security, integrity or privacy compromising Protected Information.

In each of the past three (3) fiscal years, the Company and each of the Company Subsidiaries have performed a security risk assessment

covering the Company and each Company Subsidiary, and remediated all critical, high risk or material threats and deficiencies identified

in such risk assessments.

(d)

Since February 1, 2023 through the date hereof, no Person has (i) provided a written audit request to the Company or a Company

Subsidiary, (ii) made any written claim against the Company or any Company Subsidiary, or (iii) to the Company’s

Knowledge, commenced any Proceeding, in each case, with respect to (A) any alleged violation of applicable Information Privacy and

Security Laws by the Company, any Company Subsidiary or (with respect to services provided to or on behalf of the Company) any third party

with whom the Company or any Company Subsidiary has entered into a Contract in connection with the collection, maintenance, storage, retention,

use, processing, disclosure, transfer or disposal of Protected Information or (B) any of the Company’s or a Company Subsidiary’s

privacy or data security practices related to Protected Information, including any unlawful or accidental loss, damage or unauthorized

access, acquisition, retention, use, disclosure, modification or other misuse of such information maintained by or on behalf of the Company

or the Company Subsidiaries, and there are no facts or circumstances which could reasonably serve as the basis for any such allegations

or claims. No Person has provided a complaint (written or otherwise) to the Company or a Company Subsidiary, nor, to the Company’s

Knowledge, to any third party, regarding the improper disclosure of Protected Health Information (as defined in HIPAA) by the Company

or a Company Subsidiary.

(e)

The Company and the Company Subsidiaries have in place disaster recovery plans, procedures and facilities that satisfy applicable

Law in all material respects and the Company’s and the Company Subsidiaries’ obligations under Contracts with all customers,

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vendors, suppliers and subcontractors

of the Company and the Company Subsidiaries, and the Company and the Company Subsidiaries are in compliance therewith in all material

respects.

Section 3.16.

Real and Personal Property.

(a)

Neither the Company nor any Company Subsidiary currently owns or has previously owned any real property.

(b)

‎Section 3.16(b) of the Company Disclosure Letter sets forth a true,

correct and complete list of all material real property leased, subleased, licensed or similarly occupied by the Company or any Company

Subsidiary as of the date of this Agreement (the “Leased Real Property”) and the leases, subleases, licenses and occupancy

agreements, together with all assignments thereof and amendments, supplements and modifications with respect thereto (each, a “Company

Lease”). To the extent in its possession, the Company has made available to Parent true, correct and complete copies of the

Company Leases. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the

Company and the Company Subsidiaries, taken as a whole, with respect to each Leased Real Property and the accompanying Company Lease,

the Company or the applicable Company Subsidiary that is party thereto has good and valid leasehold interests in such Leased Real Property,

free and clear of all Liens, other than Permitted Liens.

(c)

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect, (i) neither the Company nor any Company Subsidiary has leased, subleased, licensed or otherwise granted any Person a material

right to use or occupy the Leased Real Property, or any portion thereof and (ii) to the Company’s Knowledge, there is no existing

material condemnation or other proceeding in eminent domain, or any proceeding pending or threatened in writing, affecting any portion

of the Leased Real Property.

(d)

The Company and the Company Subsidiaries have good and valid title to, or a valid right to use, all of its tangible assets sufficient

for the conduct of its business as presently conducted, except for defects in title, easements, restrictive covenants and similar encumbrances

that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except

as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company

Subsidiaries, taken as a whole, all such assets are free and clear of all Liens, except for Permitted Liens.

Section 3.17.

Material Contracts.

(a)

Except for this Agreement, ‎Section 3.17(a) of the Company Disclosure Letter contains a true, correct and complete

list, as of the date hereof, of each Contract described below in this ‎Section 3.17(a) under which the Company or any

Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or

otherwise) or to which the Company or any Company Subsidiary is a party or to which any of their respective properties or assets is subject,

in each case as of the date hereof other than Company Benefit Plans listed on ‎Section 3.10(a) of the Company Disclosure

Letter (all Contracts

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of the type described in this

‎Section 3.17(a), whether or not set forth on ‎Section 3.17(a) of the Company Disclosure Letter, being

referred to herein as the “Material Contract”):

(i)

each Contract that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective

affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business or geographic region

or with any Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, the

Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Effective Time) from the development,

marketing or distribution of products and services, in each case, in any geographic area;

(ii)

each Contract that limits the freedom of the Company, any Company Subsidiary or any of their respective affiliates to negotiate

or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions;

(iii)

any material partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement

solely between or among the Company and its wholly owned Subsidiaries), development, co-development, co-promotion or similar material

Contract;

(iv)

each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including

“earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by

the Company or any Company Subsidiary of future payments in excess of $2,000,000;

(v)

each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary

course commitments to purchase Company Products) after the date hereof with consideration of more than $2,000,000;

(vi)

each Contract set forth, or required to be set forth, in ‎Section 3.14(h) of the Company Disclosure Letter;

(vii)

any Contract to put Source Code for any Company Product in escrow with a third Person, and any other Contract to provide Source

Code for any Company Product to any third Person other than an employee, contractor, agent or representative of the Company or a Company

Subsidiary in the ordinary course of business consistent with past practice;

(viii)

any order, settlement agreement or similar Contract involving any resolution or settlement of any actual or threatened Proceeding

(A) with any Governmental Entity, (B) restricting in any material respect the operations or conduct of the Company, any Company Subsidiary

or any of their respective affiliates (including Parent and its affiliates after the Effective Time), (C) imposing any material non-monetary

obligations or requirements, or (D) involving any admissions of criminal liability;

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(ix)

each Contract not otherwise described in any other subsection of this ‎Section 3.17(a) pursuant to which the Company

or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $5,000,000 in the twelve (12)-month period

following the date hereof;

(x)

any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside

the ordinary course of business consistent with past practice and in excess of $1,000,000;

(xi)

each Contract that is a Material Customer Agreement, a Material Supplier Agreement or a Material Reseller Agreement;

(xii)

each Contract that grants any right of first refusal or right of first offer or that limits

the ability of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the

Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or material assets;

(xiii)

each Contract that contains any exclusivity rights or “most favored nations”

provisions or minimum use, supply or display requirements that are binding on the Company or its affiliates (including Parent and its

affiliates after the Effective Time);

(xiv)

each Contract entered into with a Government Entity;

(xv)

each Company Lease with rent payments (assuming projected renewals as provided by the Company to Parent) over the remaining life

of such Company Lease in excess of $1,000,000;

(xvi)

each Contract (A) relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or any Company

Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an individual amount in excess of $1,000,000, other than

Indebtedness solely between the Company and any wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries, or

(B) relating to any Liens on any assets of the Company or any Company Subsidiary (other than Permitted Liens);

(xvii)

each Contract involving other derivative financial instruments or arrangements (including

swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure of (or aggregate value

to) the Company and the Company Subsidiaries under any such Contract is reasonably expected to be in excess of $500,000 for such Contract

or with a notional amount in excess of $500,000 for such Contract;

(xviii)

each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than

a wholly owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than

five percent (5%) of the number or voting power of the shares of Class A Common Stock or any of their respective “associates”

or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the

other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to

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indemnify such officer, director,

affiliate, beneficial owner, associate or immediate family member; and

(xix)

any Contract not otherwise described in any other subsection of this ‎Section 3.17(a) that would constitute a “material

contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company.

(b)

True, correct and complete copies of each Material Contract (and any material amendments,

supplements, modifications or supplements thereto) in effect as of the date hereof have been made available to Parent or publicly filed

with the SEC prior to the date hereof. None of the Company or any Company Subsidiary is in breach of or default under the terms

of any Material Contract, including any terms related to the use of Material Customer data, except as has not had, and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the

date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract, where such breach

or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except

as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each

Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and,

to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Section 3.18.

Environmental Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect, (a) the Company and the Company Subsidiaries have complied in all material respects with all Environmental

Laws since February 1, 2023, and neither the Company nor any Company Subsidiary is in violation of any Environmental Law, (b) the Company

and the Company Subsidiaries have all permits, licenses and other authorizations required under any Environmental Law to operate their

business in the ordinary course and the Company and the Company Subsidiaries are in compliance with such permits, licenses and other authorizations,

(c) as of the date hereof, no Proceeding is pending, or, to the Company’s Knowledge, threatened, and no notice, demand, letter,

claim or request for information has been received by the Company or any Company Subsidiary, concerning or relating to the operations

of the Company or any Company Subsidiary that seeks to impose, or that is reasonably likely to result in the imposition of, any liability

arising under any Environmental Law upon the Company or any Company Subsidiary, and (d) neither the Company nor any Company Subsidiary

is subject to any order or other agreement with any Governmental Entity or any indemnity or other agreement with any third party relating

to any obligations or liabilities under any Environmental Law.

Section 3.19.

Customers; Suppliers; Resellers; Government Entities.

(a)

‎Section 3.19(a) of the Company Disclosure Letter sets forth a list

of the top twenty-five (25) customers of the Company and the Company Subsidiaries based on revenue received by the Company or any Company

Subsidiary during the last twelve (12) months ended July 31, 2026 (each, a “Material Customer” and each such Contract

with a Material Customer, a “Material Customer Agreement”). As of the date hereof, neither the Company nor any

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Company Subsidiary has received

any written notice from any Material Customer that such Material Customer shall not continue as a customer of the Company or that such

Material Customer intends to terminate or materially and adversely modify existing Contracts with the Company or the Company Subsidiaries.

(b)

‎Section 3.19(b) of the Company Disclosure Letter sets forth a list of the top twenty-five (25) suppliers and vendors

of the Company and the Company Subsidiaries, based on amounts paid by the Company and the Company Subsidiaries, during the last twelve

(12) months ended July 31, 2026 (each, a “Material Supplier” and each Contract pursuant to which the Company or a Company

Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). As of the date

hereof, neither the Company nor any Company Subsidiary has received any written notice from any Material Supplier that such supplier shall

not continue as a supplier to the Company or that such supplier intends to terminate or materially and adversely modify existing Contracts

with the Company or the Company Subsidiaries.

of the Company Disclosure Letter sets forth a list of each of the top twenty-five (25) technology partner, reseller, OEM,

independent software vendor and distributor of Company Products pursuant to which the Company or any Company Subsidiary has had

billings or received revenue during the last twelve (12) months ended July 31, 2026 (each, a “Material Reseller”

and each Contract with each Material Reseller, a “Material Reseller Agreement”). As of the date hereof, neither

the Company nor any Company Subsidiary has received any written notice from any Material Reseller that such Material Reseller shall

not continue as a technology vendor, partner, reseller, OEM, independent software vendor and distributor of Company Products, as

applicable, to the Company or that such Material Reseller intends to terminate or adversely modify existing Contracts with the

Company or the Company Subsidiaries.

Section 3.20.

Insurance. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company

Material Adverse Effect, (a) all current insurance policies and insurance Contracts of the Company and the Company Subsidiaries are

in full force and effect and are valid and enforceable and cover against the risks as are customary for companies of similar size in the

same or similar lines of business and neither the Company nor any Company Subsidiary is in breach or default under any material insurance

policy, and (b) all premiums due thereunder have been paid. Neither the Company nor any Company Subsidiary has received notice of

cancellation or termination with respect to any current third-party insurance policies or insurance Contracts (other than in connection

with normal renewals of any such insurance policies or Contracts) where such cancellation or termination has not had and would not reasonably

be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.21.

Information Supplied. The information relating to the Company and the Company Subsidiaries to the extent supplied by or

on behalf of the Company and the Company Subsidiaries to be contained in, or incorporated by reference in the Proxy Statement to be sent

to the Company Stockholders in connection with the Merger and the Transactions, will not, at the time it and any amendments or supplements

thereto are filed with the SEC, at the date the Proxy Statement is first mailed to the Company Stockholders or at the time of the Company

Stockholders

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Meeting, (a) contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, at the time and in light of the circumstances under which they were made, not false or misleading or (b) fail to comply in all

material respects with the requirements of the DGCL, the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding

the foregoing provisions of this ‎Section 3.21, no representation or warranty is made by the Company with respect to information

or statements made or incorporated by reference in the Proxy Statement, which information or statements were not supplied by or on behalf

of the Company.

Section 3.22.

Opinion of Financial Advisor. The Company Board of Directors has received the opinion of Qatalyst Partners LP (“Qatalyst

Partners”) to the effect that, as of the date of such opinion and based upon and subject to the various qualifications, assumptions,

limitations and other matters set forth therein, the Per Share Merger Consideration to be paid to the holders of shares of Class A Common

Stock (other than Parent or any affiliate of Parent) pursuant to, and in accordance with, the terms of this Agreement is fair, from a

financial point of view, to such holders. The Company shall, following the execution of this Agreement by all Parties, furnish an accurate,

complete and confidential copy of the aforementioned opinion letter to Parent solely for informational purposes.

Section 3.23.

State Takeover Statutes; Anti-Takeover Laws. Assuming the accuracy of Parent’s and Merger Sub’s representations

and warranties set forth in ‎Section 4.8, the Company Board of Directors has taken all action necessary to render inapplicable

to this Agreement and the Transactions Section 203 of the DGCL and any similar provisions in the Company Governing Documents or any

other Takeover Statute. The Company has no rights plan, “poison-pill” or other comparable agreement designed to have the effect

of delaying, deferring or discouraging any Person from acquiring control of the Company.

Section 3.24.

Related Party Transactions. Except as set forth in the Company SEC Documents, there are no transactions, agreements, arrangements

or understandings between the Company or any Company Subsidiary, on the one hand, and any affiliate (including any officer or director)

thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that are required to be disclosed under Item

404 of Regulation S-K of the SEC that are not so disclosed.

Section 3.25.

Finders and Brokers. Other than Qatalyst Partners, neither the Company nor any Company Subsidiary has employed or engaged

any investment banker, broker or finder in connection with the Transactions who is entitled to any fee or any commission in connection

with this Agreement or upon or as a result of the consummation of the Merger; provided that any amounts due to Qatalyst Partners

upon or as a result of the consummation of the Merger shall be paid immediately prior to the Closing. A true and complete copy of the

engagement letter with Qatalyst Partners has been made available to Parent prior to the execution of this Agreement.

Section 3.26.

No Other Representations. Except for the representations and warranties contained in ‎Article IV and the

certificate delivered pursuant to ‎Section 7.3(c), the Company acknowledges that none of Parent or Merger Sub or any of

their respective Representatives makes, and the Company acknowledges that it has not relied upon or otherwise been induced by, any other

express or implied representation or warranty with respect to Parent or Merger Sub or any of their

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respective Subsidiaries or with

respect to any other information provided or made available to the Company or its Representatives in connection with the Transactions,

including any information, documents, projections, forecasts or other material made available to the Company or to the Company’s

Representatives in certain “data rooms” or management presentations in expectation of the Transactions or the accuracy or

completeness of any of the foregoing, except, in each case for the representations and warranties contained in ‎Article IV

and the certificate delivered pursuant to ‎Section 7.3(c). Without limiting the generality of the foregoing, the Company

acknowledges that, except as may be expressly provided in ‎Article IV and the certificate delivered pursuant to ‎Section 7.3(c),

no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospective information that

may have been made available, directly or indirectly, to the Company, any of its Representatives or any other Person. Notwithstanding

the foregoing, nothing in this Agreement shall limit the ability of the Company to bring a claim or cause of action against any Person

in the case of Fraud by such Person.

Article IV

REPRESENTATIONS AND WARRANTIES

OF PARENT AND MERGER SUB

Except as disclosed in (x)

any registration statements, forms, statements, schedules, exhibits, documents and reports filed or furnished by Parent with or to the

SEC since February 1, 2025 and publicly available prior to the date of this Agreement (but excluding any predictive, cautionary or forward

looking disclosures contained under the captions “risk factors,” “forward looking statements” or any similar precautionary

sections and any other disclosures contained therein that are predictive, cautionary or forward looking in nature) or (y) the applicable

section of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent

Disclosure Letter”) (it being understood that any information set forth in one section or subsection of the Parent Disclosure

Letter shall be deemed to apply to and qualify (or, as applicable, a disclosure for purposes of) the representation and warranty set forth

in this Agreement to which it corresponds in number and, whether or not an explicit reference or cross-reference is made, each other representation

and warranty set forth in this ‎Article IV for which it is reasonably apparent on its face that such information is relevant

to such other section), Parent and Merger Sub represent and warrant to the Company as set forth below.

Section 4.1.

Qualification, Organization, etc. Each of Parent and Merger Sub is a legal entity duly organized, validly existing and in

good standing under the Laws of its respective jurisdiction of organization, and Merger Sub is a direct, wholly owned Subsidiary of Parent.

Except as would not be material to Parent and Parent Subsidiaries, taken as a whole, each Parent Subsidiary is a legal entity duly organized

and validly existing under the Laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have,

individually or in the aggregate, a Parent Material Adverse Effect, each of Parent and the Parent Subsidiaries has all requisite corporate

or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

Each of Parent, Merger Sub and the other Parent Subsidiaries is qualified to do business and is in good standing as a foreign corporation

or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business

requires such qualification, except where the failure to be so

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qualified or, where relevant,

in good standing, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

Effect.

Section 4.2.

Corporate Authority.

(a)

Parent and Merger Sub have all requisite corporate power and authority to execute and deliver this Agreement and to consummate

the Transactions, including the Merger. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s

obligations under this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate

action of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the

performance of Parent’s or Merger Sub’s obligations under this Agreement or the consummation of, and to consummate, the Transactions,

except, with respect to the Merger, for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

(b)

No vote or consent of the holders of any class or series of capital stock of Parent or the holders of any other securities of Parent

(equity or otherwise) is necessary to adopt this Agreement, or to approve the Merger or the other Transactions. The vote or consent of

Parent, as the sole stockholder of Merger Sub, is the only vote or consent of the holders of any class or series of capital stock of Merger

Sub necessary to approve the Merger and adopt this Agreement. Prior to the execution of this Agreement, Parent, as sole stockholder of

Merger Sub, duly executed and delivered a stockholder consent, such consent to be effective immediately following the execution of this

Agreement, adopting this Agreement pursuant to Sections 228 and 251 of the DGCL and Parent has delivered or promptly following execution

of this Agreement will deliver to the Company a copy of such consent, which is currently in effect and has not been rescinded.

(c)

This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes

the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, is enforceable against

Parent and Merger Sub in accordance with its terms, subject to the Enforceability Limitations.

Section 4.3.

Governmental Consents; No Violation.

(a)

Other than in connection with or in compliance with (i) the DGCL, (ii) the Securities Act, (iii) the Exchange Act,

including the filing and mailing of the Proxy Statement with the SEC and any amendments or supplements thereto (iv) applicable state securities,

takeover and “blue sky” laws, (v) the HSR Act and obtaining any requisite clearances or approvals under any other applicable

Regulatory Laws and (vi) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval

of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Merger

Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained

or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)

The execution and delivery by Parent and Merger Sub of this Agreement do not, and, except as described in ‎Section 4.3(a),

the performance and the consummation of the

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Transactions and compliance

with the provisions hereof will not, (i) conflict with or result in any violation or breach of, or default or change of control

(with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation,

first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any Contract binding upon Parent or any

Parent Subsidiary or to which any of them are a party or by which or to which any of their respective properties, rights or assets are

bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any Parent Subsidiary,

other than Permitted Liens, (ii) conflict with or result in any violation of any provision of the certificate of incorporation

and bylaws of Parent as amended to the date hereof or the organizational or governing documents of Merger Sub or (iii) conflict

with or violate any Laws applicable to Parent or any Parent Subsidiary or any of their respective properties, rights or assets, other

than in the case of clauses ‎(i) and ‎(iii),

any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not

reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.4.

Litigation; Orders. As of the date hereof, there are no Proceedings pending or, to Parent’s Knowledge, threatened

against Parent or any Parent Subsidiary or any of their respective properties, rights or assets by or before, and there are no orders,

judgments or decrees of or settlement agreements with, any Governmental Entity, that are or would reasonably be expected to, individually

or in the aggregate, cause a Parent Material Adverse Effect.

Section 4.5.

Information Supplied. The information relating to Parent and the Parent Subsidiaries to the extent supplied by or on behalf

of Parent and the Parent Subsidiaries to be contained in, or incorporated by reference in, the Proxy Statement will not, at the time it

and any amendments or supplements thereto are filed with the SEC, at the date the Proxy Statement is first mailed to the Company Stockholders

or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact

required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under

which they were made, not false or misleading. Notwithstanding the foregoing provisions of this ‎Section 4.5, no representation

or warranty is made by Parent or Merger Sub with respect to information or statements made or incorporated by reference in the Proxy Statement,

which information or statements were not supplied by or on behalf of Parent or Merger Sub.

Section 4.6.

Sufficient Funds. Assuming the accuracy of the Company’s representations and warranties set forth in ‎Section 3.2(a),

‎Section 3.2(b), ‎Section 3.2(c) and ‎Section 3.2(d), Parent will have at the Closing

access to all of the funds that are necessary for it to pay the aggregate Per Share Merger Consideration and consummate the Transactions,

and to perform its obligations under this Agreement.

Section 4.7.

Finders and Brokers. Other than J.P. Morgan Securities LLC, neither Parent nor any Parent Subsidiary has employed or engaged

any investment banker, broker or finder in connection with the Transactions who is entitled to any fee or any commission in connection

with this Agreement or upon or as a result of the consummation of the Merger.

Section 4.8.

Stock Ownership. Parent is not, nor at any time for the past three (3) years has been, an “interested stockholder”

of the Company as defined in Section 203 of the DGCL.

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Section 4.9.

No Other Representations. Except for the representations and warranties contained in ‎Article III, the certificate

delivered pursuant to ‎Section 7.2(d) and the Voting Agreement (which representations in the Voting Agreement are limited

to those made by the Company Support Parties and are not made by or on behalf of the Company), each of Parent and Merger Sub acknowledges

that none of the Company, any of its Representatives or any other Person makes, and each of Parent and Merger Sub acknowledges that it

has not relied upon or otherwise been induced by, any express or implied representation or warranty with respect to the Company or any

Company Subsidiary or with respect to any other information provided or made available to Parent, Merger Sub or their respective Representatives

in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to

Parent, Merger Sub or their respective Representatives in certain “data rooms” or management presentations in expectation

of the Transactions or the accuracy or completeness of any of the foregoing, except, in each case for the representations and warranties

contained in ‎Article III, the certificate delivered pursuant to ‎Section 7.2(d) and the Voting Agreement

(which representations in the Voting Agreement are limited to those made by the Company Support Parties and are not made by or on behalf

of the Company). Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that, except as may be expressly

provided in ‎Article III, the certificate delivered pursuant to ‎Section 7.2(d) and the Voting Agreement

(which representations in the Voting Agreement are limited to those made by the Company Support Parties and are not made by or on behalf

of the Company), no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospective

information that may have been made available, directly or indirectly, to Parent, Merger Sub, any of their respective Representatives

or any other Person. Notwithstanding the foregoing, nothing in this Agreement shall limit the ability of Parent or Merger Sub to

bring a claim or cause of action against any Person in the case of Fraud by such Person.

Article V

COVENANTS RELATING TO CONDUCT OF BUSINESS

PENDING THE MERGER

Section 5.1.

Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier

of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to ‎Section 8.1, except

as set forth in ‎Section 5.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement,

as required by applicable Law or as consented to in writing by Parent (with respect to actions otherwise prohibited by clauses ‎(i)

(with respect to the organizational documents of any Company Subsidiary only), ‎(ix), ‎(x), ‎(xi), ‎(xii), ‎(xiii),

‎(xv), ‎(xvi), ‎(xvii), ‎(xx) and ‎(xxii) (or (xxvi) with respect to any of the foregoing) of ‎Section 5.1‎(b)

only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall, and shall cause each Company Subsidiary

to, use reasonable best efforts to (i) conduct its business in all material respects in the ordinary course of business consistent

with past practice, (ii) preserve intact its and their present business organizations, goodwill and ongoing businesses, (iii) keep

available the services of its and their present officers and other key employees (other than where termination of such services is for

cause or due to resignation) and (iv) preserve its and their relationships with customers, suppliers, vendors, resellers, licensors,

licensees, Governmental Entities, employees and other

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Persons with whom it and they

have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision

of ‎Section 5.1(v)Section 5.2., such specific provisions shall govern over the more general provisions of this ‎Section 5.1(a));

and (b) shall not, and shall cause each Company Subsidiary not to, directly or indirectly:

(i)

amend, modify, waive, rescind, change or otherwise restate the Company’s or any Company Subsidiary’s certificate of

incorporation, bylaws or organizational documents;

(ii)

authorize, declare, set aside, make or pay any dividends on or make any distribution with respect to its outstanding shares of

capital stock or other equity interests (whether in cash, assets, shares or other securities of the Company or any Company Subsidiary)

(other than dividends or distributions made by any wholly owned Company Subsidiary to the Company or any wholly owned Company Subsidiary),

or enter into any agreement and arrangement with respect to voting or registration, or file any registration statement with the SEC with

respect to, any of its capital stock or other equity interests or securities;

(iii)

split, combine, subdivide, reduce or reclassify any of its capital stock or other equity interests, or redeem, purchase or otherwise

acquire any of its capital stock or other equity interests, or issue or authorize the issuance of any of its capital stock or other equity

interests or any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity interests,

except for (A) the acceptance of shares of Class A Common Stock as payment of the exercise price of Company Options or for withholding

Taxes in respect of Company Equity Awards, in each case in accordance with past practice and the terms of such Company Equity Awards,

or (B) any such transaction by a wholly owned Company Subsidiary which remains a wholly owned Company Subsidiary after consummation of

such transaction;

(iv)

issue, deliver, grant, sell, pledge, modify, transfer, dispose of or encumber or grant, or authorize the issuance, delivery, grant,

sale, pledge, modification, transfer, disposition or encumbrance or grant of, directly or indirectly, any shares in the capital stock,

voting securities or other equity interest in the Company or any Company Subsidiary or any securities convertible into or exchangeable

or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares,

voting securities or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights

or stock based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Company

Equity Award under any existing Company Equity Plan (except pursuant to the express terms of any Company Equity Award), other than (A) issuances

of Class A Common Stock in respect of any exercise of Company Options outstanding on the date hereof or the vesting and settlement of

Company Equity Awards outstanding on the date hereof, in all cases in accordance with their respective terms as of the date hereof, (B)

issuance of shares of Class A Common Stock pursuant to the exercise of Company Options if necessary to effectuate an optionee direction

upon exercise or pursuant to the settlement of Company Equity Awards in order to satisfy Tax withholding obligations, (C) issuances of

Class A Common Stock in respect of any options outstanding under the Company ESPP in respect of any Current ESPP Offering Periods or granted

under any future Company ESPP offering periods or (D) transactions solely between the Company and a wholly owned Company Subsidiary

or solely between wholly owned Company Subsidiaries;

-41-

(v) except

as required by any Company Benefit Plan in existence as of the date hereof, (A) increase or commit to increase the compensation,

bonus, incentive compensation, severance, termination pay or other benefits payable or to become payable to any of its directors, officers,

employees or individual independent contractors, (B) pay, grant or award, or commit to pay, grant or award, any bonuses, retention or

incentive compensation, including any Company Equity Awards, to any of its directors, officers, employees or individual independent contractors,

(C) establish, adopt, enter into, amend or terminate any collective bargaining agreement or Company Benefit Plan (or any arrangement

that would be a Company Benefit Plan if in effect on the date of this Agreement), except for (x) any amendments to health and welfare

plans in the ordinary course of business consistent with past practice that do not contravene the other covenants set forth in this clause ‎(v)

and do not materially increase the cost to the Company of maintaining such Company Benefit Plan or the benefits provided thereunder and

(y) entry into at-will offer letters that do not provide for severance or change-in-control (or term of similar import) entitlements,

(D) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under

any Company Benefit Plan, (E) make any contributions or payments to any rabbi trust or other funding vehicle with respect to any Company

Benefit Plan, (F) change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Benefit

Plan or change the manner in which such contributions are determined, except as may be required by GAAP, (G) loan or advance money

or other property to any directors, officers, employees or individual independent contractors (other than advances for reimbursable employee

expenses in the ordinary course of business consistent with past practice and in accordance with the Company’s expense reimbursement

policies), (H) terminate the employment of any employee at the level of Vice President or above, other than for cause, (I) (x) promote

any employee to the level of Vice President or above or (y) hire any new employees or engage any individual independent contractor, (J) enter

into, materially amend, renegotiate, renew or extend a Contract or relationship with a professional employer organization, employer-of-record

or similar arrangement, (K) form or otherwise establish any employing entity in any country that does not currently have an employing

entity or (L) waive, release or limit the scope of any restrictive covenant or any similar post-termination obligation by which any current

or former director, officer, employee or individual independent contractor is bound;

(vi)

acquire (including by merger, consolidation or acquisition of stock or assets or any other means) or authorize or announce an intention

to so acquire, or enter into any agreements providing for any acquisitions of, any equity interests in or assets of any Person or any

business or division thereof, or otherwise engage in any mergers, consolidations or business combinations, except for (A) transactions

solely between the Company and a wholly owned Company Subsidiary or solely between wholly owned Company Subsidiaries, (B) acquisitions

of supplies or equipment in the ordinary course of business consistent with past practice, or (C) transactions involving an amount up

to $15,000,000 of cash consideration in the aggregate that would not reasonably be expected to materially delay, impede or prevent the

consummation of the Transactions on or before the Outside Date;

(vii)

merge or consolidate the Company or any Company Subsidiary with any Person or liquidate (completely or partially), dissolve, restructure,

recapitalize or effect any other reorganization (including any restructuring, recapitalization or reorganization between or

-42-

among any of the Company and/or

the Company Subsidiaries), or adopt any plan or resolution providing for any of the foregoing;

(viii)

make any loans, advances or capital contributions to, or investments in, any other Person, except for (A) loans solely among the

Company and its wholly owned Company Subsidiaries or solely among the Company’s wholly owned Company Subsidiaries, (B) advances

for reimbursable employee expenses in the ordinary course of business consistent with past practice or pursuant to any advancement obligations

under the Company Governing Documents or indemnification agreements with directors or officers of the Company or its Subsidiaries in existence

on the date of this Agreement and set forth on ‎Section 6.4(a) of the Company

Disclosure Letter, or (C) capital contributions to or investments in wholly owned Company Subsidiaries;

(ix)

sell, lease, license, assign, abandon, permit to lapse, transfer, exchange, swap or otherwise dispose of any of its material properties,

rights or assets (including shares in the capital of the Company or the Company Subsidiaries), subject to any Lien (other than Permitted

Liens), any of its material properties, rights or assets (including shares in the capital of the Company or the Company Subsidiaries),

or enter into any Contract requiring any of the foregoing, except (A) dispositions of obsolete or worthless equipment, in the ordinary

course of business consistent with past practice, (B) non-exclusive licenses of Company Intellectual Property entered into in the

ordinary course of business consistent with past practice with customers or resellers of the Company or the Company Subsidiaries in connection

with Company Products and (C) pursuant to transactions solely among the Company and its wholly owned Company Subsidiaries or solely among

wholly owned Company Subsidiaries;

(x)

terminate or materially amend or modify any written policies or procedures with respect to (A) the use or distribution by the Company

or any Company Subsidiary of any open source Software or (B) the use by or for the Company or any Company Subsidiary of AI Systems, except

to comply with applicable Law;

(xi)

(A) enter into any Contract that would, if entered into prior to the date hereof, be a Material Contract of the types referred

to in clause (i), (ii), (iii), (v), (viii), (xii), (xiii), (xvi) or (xviii)

of ‎Section 3.17, or (B) (1) materially (x) modify, (y) amend, (z) extend or terminate any Material Contract (other than

renewals and non-renewals occurring in the ordinary course of business consistent with past practice), or (2) waive, release or assign

any material (x) rights or (y) claims thereunder, in the case of this clause (2) other than in the ordinary course of business

consistent with past practice;

(xii)

except in accordance with the Company’s capital budget set forth on ‎‎Section 5.1(b)(xii) of

the Company Disclosure Letter, make any

capital expenditure or expenditures, enter into agreements or arrangements providing for capital expenditure or expenditures or otherwise

commit to do so;

(xiii)

commence (other than any collection action in the ordinary course of business consistent with past practice), waive, release, assign,

compromise or settle any

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threatened or pending claim,

litigation, investigation or Proceeding (for the avoidance of doubt, including with respect to matters in which the Company or any Company

Subsidiary is a plaintiff, or in which any of their officers or directors in their capacities as such are parties), other than the compromise

or settlement of any claim, litigation or proceeding that is not brought by Governmental Entities and that: (A) is for an amount

not to exceed, for any such compromise or settlement individually, $1,000,000, or in the aggregate, $2,000,000, (B) does not impose

any injunctive relief on the Company and the Company Subsidiaries and does not involve the admission of wrongdoing by the Company, any

Company Subsidiary or any of their respective officers or directors or otherwise establish a materially adverse precedent for similar

settlements by Parent or any Parent Subsidiaries (including, following the Effective Time, the Company and the Company Subsidiaries) and

(C) does not provide for the license of any Intellectual Property or the termination, modification or amendment of any license of

Intellectual Property;

(xiv)

change the Company’s fiscal year or make any change in financial accounting policies, practices, principles or procedures

or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by

GAAP or Regulation S-X of the Exchange Act;

(xv)

amend or modify in any material respect any Privacy Statement of the Company or any Company Subsidiary;

(xvi)

except as expressly provided in or required by Section 6.13, (A) make, change or revoke any material Tax election,

other than in the ordinary course of business consistent with past practice, (B) adopt or change any annual Tax accounting period or material

method of Tax accounting, (C) amend any material Tax Return, (D) except as required by Law, file any material Tax Return that is inconsistent

in any material respect with a previously filed material Tax Return of the same type for a prior taxable period (taking into account any

amendments prior to the date hereof), (E) settle or compromise any material Tax audit, claim or other proceeding relating to Taxes for

an amount in excess of any amount accrued or reserved therefor in the Company SEC Documents (plus any interest that has been incurred

since the filing of such Company SEC Documents), (F) enter into any material “closing agreement” within the meaning of Section 7121

of the Code (or any similar provision of state, local or non-U.S. Law) or any material advance pricing arrangements or agreements with

a Tax authority under any U.S. federal, state, local or non-U.S. Law, (G) surrender any right to claim a material refund of Taxes, (H)

request a private letter ruling from the IRS or a comparable ruling from any other Tax authority, in each case, with respect to any material

amount of Taxes, or (I) agree to an extension or waiver of the statute of limitations with respect to a material amount of Taxes (other

than in connection with automatic extensions of time to file Tax Returns);

(xvii)

redeem, repurchase, repay, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any material

respect the terms of any Indebtedness or any derivative financial instruments or arrangements (including

swaps, caps, floors, futures, forward contracts and option agreements), or issue or sell any debt securities or calls, options,

warrants or other rights to acquire any debt securities (directly, contingently or otherwise), in each case except for the incurrence

and repayment of any Indebtedness solely among the Company and its wholly owned Company Subsidiaries or solely among wholly owned Company

Subsidiaries, in each case in the ordinary course of business;

-44-

(xviii)

enter into any transactions or Contracts with any affiliate or other Person that would be required to be disclosed by the Company

under Item 404 of Regulation S-K of the SEC;

(xix)

fail to use commercially reasonable efforts to maintain the Company’s insurance policies or comparable replacement policies

with respect to the material assets, operations and activities of the Company and the Company Subsidiaries;

(xx)

(A) (i) acquire any real property or (ii) enter into any lease or sublease of real property (whether as a lessor, sublessor,

lessee or sublessee) that if in existence as of the date hereof would constitute a Material Contract, (B) materially modify or

amend or exercise any right to renew any Company Lease (other than entering into an amendment or extension agreement to extend the term

of a Company Lease in accordance with its terms), or waive any material term or condition thereof or grant any material consents thereunder,

or (C) grant or otherwise knowingly create or consent to the creation of any material easement, covenant, restriction, assessment

or charge affecting any real property leased by the Company, or any interest therein or part thereof, other than Permitted Liens, in the

case of each of clauses ‎(B) and ‎(C),

other than in the ordinary course of business consistent with past practice;

(xxi)

other than the Company Stockholders Meeting, convene any special meeting (or any adjournment or postponement thereof) of the Company

Stockholders;

(xxii)

other than in the ordinary course of business consistent with past practice, abandon, withdraw, suspend, abrogate, terminate or

modify, amend or waive in any material respect any right under any material Company Permit;

(xxiii)

adopt or otherwise implement any stockholder rights plan, “poison-pill” or other comparable agreement;

(xxiv)

forgive any material loans or advances to any officers, employees, directors or other individual service providers of the Company

or any Company Subsidiary, or any of their respective affiliates, or change their respective existing borrowing or lending arrangements

for or on behalf of any of such Persons in accordance with an employee benefit plan or otherwise, except in the ordinary course of business

consistent with past practice in connection with relocation activities to any employees of the Company or any Company Subsidiary or (B)

expense or indemnification reimbursement pursuant to any advancement obligations under the Company Governing Documents or indemnification

agreements with directors or officers of the Company or its Subsidiaries in existence on the date of this Agreement set forth on ‎Section 6.4(a)

of the Company Disclosure Letter;

(xxv)

use or make available any High-Risk AI Systems or engage in activities that are “unacceptable” or “prohibited”

under the European Union Artificial Intelligence Act (or that are subject to a similar designation under applicable Law in other jurisdictions);

(xxvi)

agree, commit or authorize, in writing or otherwise, or announce an intention, to take any of the foregoing actions.

-45-

Any covenant of the Company

to cause the Company Subsidiaries to take or refrain from taking any actions under this ‎Section 5.1

shall, with respect to each Minority Investment Entity, be deemed to be a covenant of the Company to use reasonable best efforts, in each

case, solely to the extent consistent with applicable fiduciary and legal duties, to cause such Minority Investment Entity, as applicable,

to take or refrain from taking such action, which efforts shall be limited to the exercise of management, voting, consent or similar rights

available to the Company or any Company Subsidiary under any existing organizational document or other Contract with respect to such Minority

Investment Entity, as applicable.

Nothing contained in this

Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company or any

of its Subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and

conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Section 5.2.

No Solicitation by the Company.

(a)

Except as expressly permitted by this ‎Section 5.2, from and after

the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to

‎Section 8.1, the Company agrees that it shall not, and shall cause the Company

Subsidiaries and its and their respective officers and directors not to, and shall use its reasonable best efforts to cause its and the

Company Subsidiaries’ other Representatives to not, directly or indirectly: (i) solicit, initiate or knowingly encourage

or facilitate (including by way of providing information or taking any other action) any inquiry, proposal or offer, or the making, submission

or announcement of any inquiry, proposal or offer which constitutes or would reasonably be expected to lead to an Acquisition Proposal;

(ii) participate in any negotiations regarding, or furnish to any person any information relating to the Company or any Company

Subsidiary in connection with an actual or potential Acquisition Proposal; (iii) adopt, approve, endorse or recommend, or propose

to adopt, approve, endorse or recommend, any Acquisition Proposal; (iv) withdraw, change, amend, modify or qualify, or otherwise

propose to withdraw, change, amend, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, or resolve or

agree to take any such action; (v) if an Acquisition Proposal has been publicly disclosed,

fail to publicly recommend against any such Acquisition Proposal and reaffirm the Company Board Recommendation (provided,

that the Company shall not be required to reaffirm more than once per Acquisition Proposal unless the terms of such Acquisition Proposal

change in any material respects and such change is publicly announced or disclosed) within ten (10)

Business Days (or, if earlier, by the second (2nd) Business Day prior to the Company Stockholders Meeting) after the public disclosure

of such Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Parent, such rejection

of such Acquisition Proposal); (v) include any adverse amendment, withdrawal, alteration, modification

or qualification of the Company Board Recommendation in the Proxy Statement or any other legally required disclosure to the Company Stockholders

with regard to an Acquisition Proposal; (v) approve, or authorize, or cause or permit

the Company or any Company Subsidiary to enter into, any merger agreement, acquisition agreement, reorganization agreement, letter

of intent, memorandum of understanding, agreement in principle, option agreement, joint venture agreement, partnership agreement or similar

agreement or document with respect to, or any other agreement or commitment providing for, any Acquisition Proposal (other than an Acceptable

-46-

Confidentiality Agreement entered

into in accordance with this ‎Section 5.2) (a “Company Acquisition

Agreement”); (v) call or convene a meeting of the Company Stockholders to consider a proposal that would reasonably be

expected to materially impair, prevent or delay the consummation of the Transactions or (v) resolve or agree to do any of the

foregoing (any act described in clauses ‎(iii), ‎(iv),

‎(v), ‎(vi), ‎(vii),

‎(viii) and/or ‎(ix) (to the extent related to the foregoing clauses ‎(iii),

‎(iv), ‎(v), ‎(vi),

‎(vii) or ‎(viii)), a “Change

of Recommendation”). The Company shall, and shall cause the Company Subsidiaries and its and their respective officers and directors

to, and shall use its reasonable best efforts to cause its and the Company Subsidiaries’

other Representatives to, immediately cease any and all solicitation, encouragement, discussions or negotiations with any persons (or

provision of any information to any persons) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected

to lead to, an Acquisition Proposal. Promptly after the date hereof (and in any event within two (2) Business Days following the date

hereof), the Company shall (A) request in writing that each person that has heretofore executed a confidentiality agreement in connection

with its consideration of an Acquisition Proposal or potential Acquisition Proposal promptly destroy or return to the Company all nonpublic

information heretofore furnished by the Company or any of its Representatives to such person or any of its Representatives in accordance

with the terms of such confidentiality agreement and (B) terminate access to any physical or electronic data rooms relating to a possible

Acquisition Proposal by such person and its Representatives. The Company shall enforce, and not waive, terminate or modify without Parent’s

prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided

that, if the Company Board of Directors determines in good faith after consultation with the Company’s outside legal counsel that

the failure to waive a particular standstill provision would be reasonably likely to violate the directors’ fiduciary duties under

applicable Law, the Company may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the

applicable person (if it has not been solicited in violation of this ‎Section 5.2)

to make, on a confidential basis to the Company Board of Directors, an Acquisition Proposal, conditioned upon such person agreeing to

disclosure of such Acquisition Proposal to Parent, in each case as contemplated by this ‎Section 5.2.

For purposes of this ‎Section 5.2, the term “person” means

any Person or “group,” as defined in Section 13(d) of the Exchange Act, other than, with respect to the Company, Parent

or any Parent Subsidiary or any of their Representatives. Notwithstanding the limitations set forth in ‎Section 5.2(a),

if the Company receives, prior to the Company Stockholder Approval being obtained, an unsolicited bona fide written Acquisition Proposal

that did not result from a breach of this ‎Section 5.2, the Company and the Company

Subsidiaries and the Company’s Representatives may contact the Person or any of its Representatives who has made such Acquisition

Proposal solely to clarify (and not to negotiate or engage in any discussions regarding or relating to) the material terms and conditions

of such Acquisition Proposal so that the Company may determine whether such Acquisition Proposal constitutes a Superior Proposal or would

reasonably be expected to result in a Superior Proposal. For the avoidance of doubt, any violation of the restrictions set forth in this

‎Section 5.2 by (x) a Company Subsidiary, (y) a director or officer of the

Company or any Company Subsidiary or (z) any other Representatives acting on behalf or at the direction of the Company or any Company

Subsidiary shall be a breach of this ‎Section 5.2 by the Company.

(b)

Notwithstanding the limitations set forth in ‎Section 5.2(a), if the

Company receives, prior to the Company Stockholder Approval being obtained, an unsolicited bona fide,

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written Acquisition Proposal

that did not result from a breach of this ‎Section 5.2, which the Company

Board of Directors determines in good faith after consultation with the Company’s outside legal counsel and financial advisors (i) constitutes

a Superior Proposal or (ii) would reasonably be expected to result in a Superior Proposal and, in each case, that the failure to

take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable Law, then in either event

the Company may take the following actions: (x) furnish nonpublic information with respect to the Company to the person making such Acquisition

Proposal and its Representatives, if, and only if, prior to so furnishing such information, the Company receives from such person an executed

Acceptable Confidentiality Agreement and the Company also provides Parent, prior to or substantially concurrently with the time such information

is provided or made available to such person, any nonpublic information furnished to such other person that was not previously furnished

to Parent, and (y) engage in discussions or negotiations with such person with respect to such Acquisition Proposal.

(c)

The Company shall promptly (and in any event within twenty-four (24) hours) notify Parent of the Company’s or any of its

controlled affiliates’ or its or their respective Representatives’ receipt of any Acquisition Proposal, any proposals or inquiries

that would reasonably be expected to lead to an Acquisition Proposal, or any inquiry or request for nonpublic information relating to

the Company or any Company Subsidiary by any person who has made or would reasonably be expected to make any Acquisition Proposal. Such

notice shall indicate the identity of the person making the Acquisition Proposal, inquiry or request, and the material terms and conditions

of any such proposal or offer or the nature of the information requested pursuant to such inquiry or request, including unredacted copies

of all written requests, proposals, correspondence or offers, including proposed agreements received by the Company or its Representatives

relating to such Acquisition Proposal or, if such Acquisition Proposal is not in writing, a reasonably detailed written description of

the material terms and conditions thereof. Without limiting the Company’s other obligations under this ‎Section 5.2,

the Company shall keep Parent reasonably informed on a prompt and timely basis of the status and material terms (including any amendments

or proposed amendments to such material terms) of any such Acquisition Proposal or potential Acquisition Proposal and keep Parent reasonably

informed on a prompt and timely basis as to the nature of any information requested of the Company with respect thereto and promptly (and

in any event within twenty-four (24) hours) provide to Parent copies of all proposals, offers and proposed agreements relating to an Acquisition

Proposal received by the Company or its Representatives or, if such information or communication is not in writing, a reasonably detailed

written description of the material contents thereof. Without limiting the Company’s other obligations under this ‎Section 5.2,

the Company shall promptly provide (and in any event within twenty-four (24) hours) to Parent any material nonpublic information concerning

the Company provided to any other person in connection with any Acquisition Proposal that was not previously provided to Parent. Without

limiting the foregoing, the Company shall promptly (and in any event within twenty-four (24) hours after such determination) inform Parent

in writing if the Company determines to begin providing information or to engage in discussions or negotiations concerning an Acquisition

Proposal pursuant to ‎Section 5.2(b). Unless this Agreement has been validly terminated pursuant to ‎Section 8.1,

the Company shall not take any action to exempt any person other than Parent or Merger Sub from the restrictions on “business combinations”

contained in any applicable Takeover Statute or in the Company Governing Documents, or otherwise cause such restrictions not to apply.

The Company agrees that it will not, directly or indirectly, enter into any agreement with any person which directly or indirectly

-48-

prohibits the Company from providing

any information to Parent in accordance with, or otherwise complying with, this ‎Section 5.2.

(d)

Notwithstanding anything in this ‎Section 5.2 to the contrary, but

subject to ‎Section 5.2(e), at any time prior to the Company Stockholder Approval

being obtained, the Company Board of Directors may (i) make a Change of Recommendation in response to an Intervening Event if the Company

Board of Directors has determined, in good faith after consultation with the Company’s outside legal counsel and financial advisors,

that the failure to take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable Law

or (ii) make a Change of Recommendation, and cause the Company to terminate this Agreement pursuant to and in accordance with ‎Section 8.1(h)

in order to enter into a definitive agreement providing for an unsolicited Acquisition Proposal received after the date of this Agreement

(which, for the avoidance of doubt, did not result from a breach of this ‎Section 5.2

and such Acquisition Proposal is not withdrawn) if the Company Board of Directors determines in good faith after consultation with the

Company’s outside legal counsel and financial advisors that such Acquisition Proposal constitutes a Superior Proposal, but only

if the Company Board of Directors has determined in good faith after consultation with the Company’s outside legal counsel and financial

advisors, that failure to take such action would be reasonably likely to violate the directors’ fiduciary duties under applicable

Law; provided that notwithstanding anything to the contrary herein, neither the Company nor any Company Subsidiary shall enter

into any Company Acquisition Agreement unless this Agreement has been validly terminated in accordance with ‎Section 8.1.

“Intervening Event” means any Effect that is material to the Company and the Company Subsidiaries (taken as a whole)

and was not known by or reasonably foreseeable to the Company Board of Directors as of or prior to the date hereof; provided, however,

that in no event shall the following events, changes or developments constitute an Intervening Event: (A) the receipt, existence

or terms of an Acquisition Proposal or any inquiry or communications relating thereto or any matter relating thereto or consequence thereof,

(B) changes in the market price or trading volume of the Class A Common Stock or any other securities of the Company or Company

Subsidiaries, or any change in credit rating or the fact that the Company meets or exceeds internal or published estimates, projections,

forecasts or predictions for any period, (C) changes in general economic, political or financial

conditions or markets (including changes in interest rates, exchange rates, stock, bond and/or debt prices), (D) changes in GAAP, other

applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof or (E) natural disasters,

epidemics or pandemics.

(e)

Prior to the Company taking any action permitted (i) under ‎Section 5.2(d)(i), the Company shall provide Parent

with four (4) Business Days’ prior written notice advising Parent that the Company Board of Directors intends to effect a Change

of Recommendation and specifying, in reasonable detail, the reasons therefor, and during such four (4) Business Day period (which period

shall expire at 11:59 p.m., Pacific Time, on the fourth (4th) Business Day), the Company shall cause its Representatives (including its

executive officers) to negotiate in good faith (to the extent Parent desires to negotiate) any proposal by Parent to amend the terms and

conditions of this Agreement in a manner that would obviate the need to effect a Change of Recommendation and at the end of such four

(4) Business Day period (which period shall expire at 11:59 p.m., Pacific Time, on the fourth (4th) Business Day) the Company Board of

Directors again makes the determination under ‎Section 5.2(d)(i) (after in good faith taking into account any amendments

proposed by Parent) or (ii) under ‎Section 5.2(d)(ii), the Company shall

-49-

provide Parent with four (4)

Business Days’ prior written notice advising Parent that the Company Board of Directors intends to take such action and specifying

the material terms and conditions of the Acquisition Proposal, including a copy of any proposed definitive documentation, and during such

four (4) Business Day period (which period shall expire at 11:59 p.m., Pacific Time, on the fourth (4th) Business Day), the Company shall

cause its Representatives (including its executive officers) to negotiate in good faith (to the extent Parent desires to negotiate) any

proposal by Parent to amend the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute

a Superior Proposal and at the end of such four (4) Business Day period (which period shall expire at 11:59 p.m., Pacific Time, on the

fourth (4th) Business Day) the Company Board of Directors again makes the determination under ‎Section 5.2(d)(ii) (after

in good faith taking into account the amendments proposed by Parent). With respect to this ‎Section 5.2(e), if there are

any material amendments, revisions or changes to the terms of any such Superior Proposal (including any revision to the amount, form or

mix of consideration the Company Stockholders would receive as a result of the Superior Proposal), the Company shall notify Parent of

each such amendment, revision or change in compliance with ‎Section 5.2(c) and the applicable four (4) Business Day period

shall be extended until at least three (3) Business Days after the time that Parent receives notification from the Company of each such

revision, and the Company Board of Directors shall not take any such action permitted under ‎Section 5.2(d)(ii) prior

to the end of any such period (which period shall expire at 11:59 p.m., Pacific Time, on the applicable day) as so extended in accordance

with the terms of this ‎Section 5.2(e).

(f)

Nothing in this Agreement shall prohibit the Company or the Company Board of Directors from (i) disclosing to the Company

Stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, (ii) making any “stop,

look and listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or

(iii) making any legally required disclosure to the Company Stockholders with regard to an Acquisition Proposal, which actions, in

the case of clauses ‎(i)–‎(iii),

shall not constitute or be deemed to constitute a Change of Recommendation so long as any such disclosure (x) includes an express reaffirmation,

and does not include any adverse amendment, withdrawal, alteration, modification or qualification, of the Company Board Recommendation

and (y) does not include any statement that constitutes, and does not otherwise constitute, a Change of Recommendation. For the avoidance

of doubt, (1) this ‎Section 5.2(f) shall not permit the Company Board of Directors

to make (or otherwise modify the definition of) a Change of Recommendation except to the extent expressly permitted by ‎Section 5.2(d)

and ‎Section 5.2(e) and (2) factually accurate statement by the Company or

the Company Board of Directors (or a committee thereof) that confirms the receipt of an Acquisition Proposal and that no position has

been taken by the Company or the Company Board of Directors (or a committee thereof) as to the advisability or desirability of such Acquisition

Proposal, shall not constitute a Change of Recommendation; provided that if such statement has the substantive effect of withdrawing,

qualifying or modifying the Company Board Recommendation, such statement shall constitute a Change of Recommendation unless the Company

expressly reaffirms the Company Board Recommendation in such statement.

Section 5.3.

Preparation of Proxy Statement; Company Stockholders Meeting.

(a)

As promptly as reasonably practicable after the date hereof, the Company (with Parent’s reasonable cooperation) shall prepare

and file with the SEC a mutually acceptable

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proxy statement in preliminary

form relating to the Company Stockholders Meeting (such proxy statement, including, for the avoidance of doubt, any amendments or supplements

thereto, and the definitive proxy statement related thereto, and any amendments or supplements to such definitive proxy statement, the

“Proxy Statement”) and the Company will use its reasonable best efforts to cause such filing to occur no later than

thirty-five (35) days following the execution of this Agreement. Each of the Company and Parent shall furnish all information concerning

itself and its affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared

in connection with transactions of the type contemplated by this Agreement. The Company shall use reasonable best efforts to cause the

Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC. Parent shall provide the Company such assistance

and cooperation as may be reasonably requested by the Company in the preparation of the information related to Parent or Merger Sub to

be included in the Proxy Statement. The Company agrees that all information relating to Parent, its affiliates and its and their

respective Representatives included in the Proxy Statement shall be in form and content reasonably satisfactory to Parent. Each of the

Company and Parent shall use its respective reasonable best efforts to respond as promptly as practicable to any comments of the SEC with

respect to the Proxy Statement, and the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be filed

with the SEC and mailed to the Company Stockholders as promptly as practicable after the date on which the Company learns that the Proxy

Statement will not be reviewed or that the SEC staff has no further comments thereon. Each of the Company and Parent, as applicable,

shall notify the other promptly (and in any case no later than twenty-four (24) hours) upon the receipt of any comments from the SEC or

its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. The

Company shall give Parent and its counsel reasonable opportunity to review and comment on the Proxy Statement, including all amendments

and supplements thereto, prior to filing such documents with the SEC or disseminating them to holders of shares of Class A Common Stock

and a reasonable opportunity to review and comment on all responses to requests for additional information, and shall consider any comments

proposed by Parent and its counsel in good faith; provided that, without limiting the generality of this ‎Section 5.3,

with respect to documents filed by the Company or Parent, as applicable, which are incorporated by reference in the Proxy Statement, this

right to review and comment shall apply only with respect to information relating to the other Party or such other Party’s business,

financial condition or results of operations or the Transactions. If, at any time prior to the Company Stockholders Meeting, any

information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company

or Parent that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain

any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in

the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify

the other parties and correct such information, and the Company shall file with the SEC an appropriate amendment or supplement describing

such information.

(b)

Subject to the earlier termination of this Agreement in accordance with ‎Section 8.1,

the Company shall (i) as promptly as reasonably practicable after the date hereof and in consultation with Parent, conduct a “broker

search” in accordance with Rule 14a-13 of the Exchange Act for a record date for the Company Stockholders Meeting assuming that,

for such purposes only, the record date of the Company Stockholders Meeting will be not less than twenty

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(20) Business Days after the

date the broker search is conducted and (ii) duly call, give notice of, convene and hold a meeting of the Company Stockholders for

the purpose of seeking the Company Stockholder Approval (as it may be adjourned or postponed as provided below, the “Company

Stockholders Meeting”) as soon as reasonably practicable after the date hereof (and the Company shall use reasonable best efforts

to cause the Company Stockholders Meeting to be held no later than forty-five (45) days following the date on which the Company learns

that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon), and the Company shall submit such

proposal to the Company Stockholders at the Company Stockholders Meeting and shall not submit any other proposal to the Company Stockholders

in connection with the Company Stockholders Meeting (other than an advisory vote regarding merger-related compensation and a customary

proposal regarding adjournment of the Company Stockholders Meeting) without the prior written consent of Parent. The Company agrees (i)

to provide Parent with reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested,

promptly providing daily voting reports in the last seven (7) days prior to the Company Stockholders Meeting) and to give written notice

(which, for the avoidance of doubt, may be given via email) to Parent one (1) day prior to, and on the date of, the Company Stockholders

Meeting, indicating whether, as of such date, sufficient proxies representing the Company Stockholder Approval have been obtained.

(c)

Notwithstanding anything to the contrary contained in this Agreement, the Company shall not adjourn or postpone the Company Stockholders

Meeting without Parent’s prior written consent; provided that without Parent’s prior written consent, the Company may

adjourn or postpone the Company Stockholders Meeting (i) after consultation with Parent, to the extent necessary to ensure that any

supplement or amendment to the Proxy Statement required by Law is provided to the stockholders of the Company within a reasonable amount

of time in advance of the Company Stockholders Meeting or (ii) if there are not sufficient affirmative votes in person or by proxy

at such meeting to constitute a quorum at the Company Stockholders Meeting or to obtain the Company Stockholder Approval, to allow reasonable

additional time for solicitation of proxies for purposes of obtaining a quorum or the Company Stockholder Approval; provided that

unless agreed to in writing by Parent, (x) any such adjournment or postponement shall be for a period of no more than ten (10) Business

Days, and (y) the Company shall only be permitted to effect no more than one (1) such adjournment or postponement pursuant to this clause

‎(ii); provided that (A) no postponement contemplated by this clause ‎(ii)

shall be permitted if it would require a change to the record date for the Company Stockholders Meeting, and (B) if requested by Parent,

the Company shall effect an adjournment or postponement of the Company Stockholders Meeting under the circumstances contemplated by this

clause ‎(ii) for a period of up to ten (10) Business Days (provided that Parent

shall make no more than one (1) such request, and no such request for a postponement shall be permitted if it would require a change in

the record date for the Company Stockholders Meeting). The Company shall use its reasonable best efforts to (A) solicit from the

Company Stockholders proxies in favor of the adoption of this Agreement and approval of the Transactions, including the Merger and (B) take

all other action necessary or advisable to secure the Company Stockholder Approval, including, unless the Company Board of Directors has

validly made a Change of Recommendation in accordance with ‎Section 5.2, by

communicating to the Company’s stockholders the Company Board Recommendation and including such Company Board Recommendation in

the Proxy Statement. Notwithstanding any Change of Recommendation, unless this Agreement is terminated in accordance with its terms, (x)

the Company Stockholders Meeting shall be convened and this Agreement shall be submitted to the

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Company Stockholders for approval

at the Company Stockholders Meeting, and nothing contained herein shall be deemed to relieve the Company of such obligation and (y) all

other obligations of the Parties hereunder shall continue in full force and effect and such obligations shall not be affected by the commencement,

public proposal, public disclosure or communication to the Company of any Acquisition Proposal (whether or not a Superior Proposal).

Article VI

ADDITIONAL AGREEMENTS

Section 6.1.

Access; Confidentiality; Notice of Certain Events.

(a)

From the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated

pursuant to ‎Section 8.1, to the extent permitted by applicable Law, the Company shall, and shall cause each Company Subsidiary

to, afford to Parent and Parent’s Representatives reasonable access during normal business hours and upon reasonable advance notice

to the Company’s and the Company Subsidiaries’ offices, properties, Contracts, personnel, books and records (so long as any

such access does not unreasonably interfere with the Company’s business), and during such period, the Company shall, and shall cause

each Company Subsidiary to, furnish as promptly as practicable to Parent all information and materials (financial or otherwise) concerning

its business, properties, offices, Contracts and personnel as Parent may reasonably request (solely for purposes of consummating the Transactions

and for reasonable transition and integration planning). Notwithstanding the foregoing, the Company shall not be required by this ‎Section 6.1

to provide Parent or Parent’s Representatives with access to or to disclose information (i) that is prohibited from being disclosed

pursuant to the terms of a confidentiality agreement with (or a Contract’s confidentiality obligations to) a third party entered

into prior to the date hereof or after the date hereof in the ordinary course of business consistent with past practice (provided,

however, that, at Parent’s written request, the Company shall use its commercially reasonable efforts (x) to obtain the required

consent of such third party to such access or disclosure or (y) to make appropriate substitute arrangements to permit reasonable access

or disclosure not in violation of such consent requirement), (ii) the disclosure of which, in the reasonable good-faith judgment of the

Company after consultation with legal counsel, would violate applicable Law (provided, however, that the Company shall use

its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such

Law) or (iii) the disclosure of which, in the reasonable good-faith judgment of the Company after consultation with legal counsel, would

cause the loss of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company

shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that such access or disclosure

would not jeopardize attorney-client, attorney work product or other legal privilege). Notwithstanding the foregoing, the Company may,

as it deems advisable and necessary, reasonably designate any competitively sensitive information provided to the Parent and Parent’s

Representatives as “outside counsel only,” and any such materials designated as “outside counsel only” and the

information contained therein shall be given only to outside counsel of Parent and will not be disclosed by such outside counsel to employees,

officers or directors of Parent and its affiliates unless advance, express permission is given by the Company.

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(b)

Each of the Company and Parent will hold, and will cause their respective Representatives and affiliates to hold, any nonpublic

information exchanged pursuant to this ‎Section 6.1, in confidence to the extent required by and in accordance with, and

will otherwise comply with, the terms of the Confidentiality Agreement, the Clean Room Agreement or the Joint Defense Agreement, as applicable;

provided that notwithstanding anything to the contrary herein or in the Confidentiality Agreement, such information and any other

nonpublic information obtained by Parent, Merger Sub or their respective Representatives from or on behalf of the Company may be disclosed

(i) to prospective lenders, underwriters, initial purchasers, dealer managers, agents and other actual and potential financing sources

during syndication and marketing of any financing of Parent, Merger Sub or their respective Subsidiaries, subject (in the case of non-public

information) to customary confidentiality undertakings (including customary “click-through” confidentiality undertakings)

and (ii) on a confidential basis to rating agencies.

(c)

The Company shall give prompt notice to Parent and Parent shall give prompt written notice to the Company (subject to ‎Section 6.2(b))

(i) of any notice or other communication received by such Party from any Governmental Entity in connection with this Agreement,

the Voting Agreement, or the Transactions, including the Merger, or from any Person alleging that the consent of such Person is or may

be required in connection with the Merger and (ii) of any legal proceeding commenced or, to such Party’s Knowledge, threatened

against such Party or any of its Subsidiaries, affiliates, directors or officers or otherwise relating to, involving or affecting such

Party or any of its Subsidiaries, affiliates, directors or officers, in each case in connection with, arising from or otherwise relating

to the Merger or any other transaction contemplated by this Agreement or the Voting Agreement; provided, however, that the

delivery of any notice pursuant to this ‎Section 6.1(c) shall not cure any

breach of any representation or warranty requiring disclosure of such matter prior to the date hereof or otherwise limit or affect the

remedies available hereunder; provided, further, that either Party’s obligations, actions or inactions pursuant to

this ‎Section 6.1(c), in each case in and of themselves, shall be deemed excluded

for purposes of determining whether the condition set forth in ‎Section 7.2(b)

or ‎Section 7.3(b), as applicable, has been satisfied.

Section 6.2.

Reasonable Best Efforts.

(a)

Subject to the terms and conditions of this Agreement, each Party will use its reasonable best efforts to take, or cause to be

taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions,

including the Merger, as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in

consultation with the other Party and as promptly as practicable and advisable after the date hereof, all documentation to effect all

necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting

period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations

necessary or advisable to be obtained from any Governmental Entity and/or any third party in order to consummate the Transactions, including

the Merger, and (ii) taking all actions and steps as may be necessary, subject to the limitations in this ‎Section 6.2,

to obtain (and cooperating with each other in obtaining) all such waiting period expirations or terminations, consents, clearances, waivers,

licenses, registrations, permits, authorizations, orders and approvals, including defending through litigation on the merits any claim

asserted in court by any Governmental Entity of the federal government of the United States

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under the HSR Act, the Sherman

Act, the Clayton Act and the Federal Trade Commission Act, in each case, as amended, to avoid entry of, or to have vacated or terminated,

any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing from occurring prior to the

Outside Date. In furtherance and not in limitation of the foregoing, each Party agrees to (x) make an appropriate filing of a Notification

and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable, and in any event within twenty (20)

Business Days after the execution of this Agreement (unless a later date is mutually agreed between the Parties), and to supply as promptly

as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR

Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act

as soon as reasonably practicable and (y) make all other necessary or advisable filings as promptly as reasonably practicable after

the date hereof, and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials

that may be requested under any Regulatory Laws. In furtherance and not in limitation of the foregoing, if and to the extent necessary

to obtain clearance of the Merger pursuant to the HSR Act and any other Regulatory Laws of the jurisdictions contemplated by ‎Section 7.1(b)

of the Company Disclosure Letter, (1) Parent, Merger Sub and their respective Subsidiaries will (and will direct the Company and its Subsidiaries

to) and (2) the Company and its Subsidiaries will, solely to the extent directed by Parent, offer, negotiate, commit to and effect, by

consent decree, hold separate order or otherwise, any requirement, condition, limitation, understanding, agreement or order to (A)

sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company

or any Company Subsidiary, (B) conduct, restrict, operate, invest or otherwise change the assets, the business or portion of the business

of the Company or any Company Subsidiary in any manner, or (C) impose any restriction, requirement or limitation on the operation of

the business or portion of the business of the Company or any Company Subsidiary. Notwithstanding anything in this Agreement to the contrary,

Parent, the Company and their respective Subsidiaries will not be required, either pursuant to this ‎Section 6.2(a) or

otherwise, to offer, negotiate, commit to, effect or otherwise take any action that would reasonably be expected to, individually or in

the aggregate, (x) impact Parent, the Company or their respective Subsidiaries in an adverse manner or amount that is material relative

to the value of the Company and the Company Subsidiaries, taken as a whole or (y) have any impact on any asset, business (or portions

thereof), product lines or product of Parent or any Parent Subsidiary (excluding any asset, business (or portions thereof), product lines

or product of the Company and its Subsidiaries) or (z) materially reduce the reasonably anticipated benefits to Parent and its Subsidiaries,

taken as a whole (including anticipated synergies) of the transactions contemplated by this Agreement (each of clauses (x), (y)

and (z), a “Burdensome Condition”); provided that if requested by Parent, the Company and its Subsidiaries

will become subject to, consent to or offer or agree to, and otherwise take any action with respect to, any requirement, condition, limitation,

understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding

on the Company or its Subsidiaries in the event the Closing occurs; provided, further,

that in no event shall Parent, the Company or their respective Subsidiaries be required to propose, negotiate, commit to or effect

any action with respect to, any such requirement, condition, limitation, understanding, agreement or order unless such action is conditioned

upon the consummation of the Merger and does not take effect until the Effective Time.

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(b)

Each of Parent and the Company shall, in connection with and without limiting the efforts referenced in ‎Section 6.2(a)

to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits

and authorizations for the Transactions under the HSR Act or any other Regulatory Law(s), to the extent not prohibited by applicable Law,

(i) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any

investigation or other inquiry, including any proceeding initiated by a private party, including by allowing the other Party to have a

reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith

comments of the other Party and furnish the other Party with such necessary information and reasonable assistance as the other Party may

reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity,

(ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, the Antitrust

Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”) or any

other Governmental Entity, by promptly providing copies to the other Party of any such written communications (or, in the case of oral

communications, advise the other Party of such communications), and of any communication received or given in connection with any proceeding

by a private party, in each case regarding any of the Transactions and (iii) permit the other Party to review in advance any

communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with,

the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and

to the extent permitted by the DOJ, the FTC or other applicable Governmental Entity or other Person, give the other Party the opportunity

to attend and participate in any in-person meetings, substantive telephone calls or conferences with the DOJ, the FTC or other Governmental

Entity or other Person; provided, however, that materials required to be provided pursuant to the foregoing clauses ‎(i)–‎(iii)

may be redacted (A) to remove references concerning the valuation of Parent, Company or any of their respective Subsidiaries, (B) as

necessary to comply with contractual arrangements and (C) as necessary to address reasonable privilege or confidentiality concerns;

provided, further, that each of Parent and the Company may, as each deems advisable and necessary, reasonably designate

any competitively sensitive material provided to the other under this ‎Section 6.2(b)

as “Antitrust Counsel Only Material,” which such material and the information contained therein shall be given only to the

outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the

recipient unless express permission is obtained in advance from the source of the materials (Parent on the one hand or the Company on

the other) or its legal counsel. Notwithstanding anything in this Agreement to the contrary, but without limiting Parent’s and Merger

Sub’s obligations set forth in this ‎Section 6.2, Parent shall, on behalf

of the Parties, control and direct all communications and strategy in dealing with any Governmental Entity under the HSR Act or other

Regulatory Laws; provided that Parent shall consider in good faith the views and comments of the Company and its outside counsel

with respect to such communications and strategies. In furtherance and not in limitation of the foregoing, after consultation with the

Company and its outside counsel, Parent shall have the right to, without the consent of the Company, voluntarily withdraw its notification

under the HSR Act on one occasion during the initial waiting period so long as Parent refiles its HSR Act notification within two (2)

Business Days after such withdrawal (unless otherwise agreed by the Parties hereto).

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(c)

In connection with and without limiting the foregoing, in the event that Parent requests the Company to do so, the Company shall

give any notices to third parties required under Contracts, and the Company shall use, and cause each of the Company Subsidiaries to use,

its reasonable best efforts to obtain any third party consents to any Contracts that are necessary, proper or advisable to consummate

the Transactions, including the Merger. Notwithstanding anything to the contrary herein, none of Parent, the Company or any of their respective

Subsidiaries shall be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide

any additional security (including a guaranty), to obtain such third party consents (which for the avoidance of doubt does not apply to

any consents under Regulatory Laws governed by the remainder of this ‎Section 6.2)

(except, in the case of the Company, if requested by Parent and either (i) reimbursed or indemnified by Parent or (ii) subject to the

occurrence of the Closing).

Section 6.3.

Publicity. From and after the date hereof until the earlier of the Closing or the date, if any, on which this Agreement

is validly terminated pursuant to ‎Section 8.1, neither the Company nor Parent, nor any of their respective Subsidiaries,

shall issue or cause the publication of any press release or other public announcement or disclosure with respect to the Merger, the other

Transactions or this Agreement or the Voting Agreement without the prior written consent of the other Party, unless such Party determines,

after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of

a national securities exchange or trading market to issue or cause the publication of such press release or other public announcement

or disclosure with respect to the Merger, the other Transactions or this Agreement or the Voting Agreement, in which event such Party

shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment

upon such press release or other announcement or disclosure in advance and shall give due consideration to all reasonable additions, deletions

or changes suggested thereto; provided, however, that (i) the Parties shall not be required by this ‎Section 6.3

to provide any such review or opportunity to comment to, or obtain the consent of, the other Party relating to any dispute between the

Parties relating to this Agreement; (ii) each Party may make statements that are consistent with previous press releases, public disclosures

or public statements made by Parent or the Company in compliance with this ‎Section 6.3 or make statements regarding the

actual or expected financial impact (including earnings guidance) of the Transactions on such Party; and (iii) the obligations set forth

in this ‎Section 6.3 shall not apply to any communication regarding an Acquisition Proposal in accordance with ‎Section 5.2(f)

or a Change of Recommendation in accordance with ‎Section 5.2(a).

Section 6.4.

D&O Insurance and Indemnification.

(a)

For six (6) years from and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold

harmless all past and present directors and officers of the Company and the Company Subsidiaries (collectively, the “Indemnified

Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses prior to the final disposition

of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable

Law and the Company Governing Documents; provided that such Indemnified Party agrees in advance to return any such funds to which

a court of competent jurisdiction determines in a final, non-appealable judgment that such Indemnified Party is not ultimately entitled),

judgments, fines,

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losses, claims, damages, liabilities

and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect

of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in

connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions), whether asserted

or claimed prior to, at or after the Effective Time, in connection with such Indemnified Party serving as an officer, director or other

fiduciary of the Company or any Company Subsidiary or of any other Person if such service was at the request or for the benefit of the

Company or any Company Subsidiary, to the fullest extent permitted by applicable Law and the Company Governing Documents or the organizational

documents of the applicable Company Subsidiary (as applicable) or any indemnification agreements with such Indemnified Party in existence

on the date of this Agreement and provided to Parent prior to the date of this Agreement. The Parties agree that all rights to elimination

of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the

Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties

as provided in the Company’s or the Company Subsidiaries’ respective certificate of incorporation or bylaws (or comparable

organizational documents) or in any indemnification agreement of the Company or a Company Subsidiary with any Indemnified Party in existence

on the date of this Agreement as set forth on ‎Section 6.4(a) of the Company

Disclosure Letter and provided to Parent prior to the date of this Agreement shall survive the Transactions, including the Merger, and

shall continue in full force and effect in accordance with the terms thereof; provided that, for the avoidance of doubt, such indemnification

agreements shall survive the Closing only with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective

Time (whether asserted or claimed prior to, at or after the Effective Time) and shall not apply to any acts or omissions occurring or

alleged to have occurred after the Effective Time. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies

the Surviving Corporation on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person

intends in good faith to seek advancement or indemnification pursuant to this ‎Section 6.4,

the provisions of this ‎Section 6.4 shall continue in effect with respect

to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto.

(b)

For six (6) years after the Effective Time, Parent shall cause to be maintained in effect the provisions in (i) the Company Governing

Documents and (ii) subject to ‎Section 6.4(a), any indemnification agreement of the Company or a Company Subsidiary with

any Indemnified Party in existence on the date of this Agreement and provided to Parent prior to the date of this Agreement, except to

the extent that such agreement provides for an earlier termination, in each case, regarding elimination of liability, indemnification

of officers and directors and advancement of expenses that are in existence on the date hereof, and no such provision shall be amended,

modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect

of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in

connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions).

(c)

At or prior to the Effective Time, the Company shall purchase a six (6)-year prepaid “tail” policy on terms and conditions

providing coverage retentions, limits and other material terms substantially equivalent to the current policies of directors’ and

officers’ liability

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insurance and fiduciary liability

insurance maintained by the Company and the Company Subsidiaries with respect to matters arising at or prior to the Effective Time; provided,

however, that the Company shall not commit or spend on such “tail” policy, in the aggregate, more than three hundred

percent (300%) of the last aggregate annual premium paid by the Company prior to the date hereof for the Company’s current policies

of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”),

and if the cost of such “tail” policy would otherwise exceed the Base Amount, the Company shall be permitted to purchase only

as much coverage as reasonably practicable for the Base Amount. The Company and Parent shall in

good faith cooperate with each other prior to the Closing with respect to the procurement of such “tail” policy, including

with respect to the selection of the broker, available policy price and coverage options.

(d)

In the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges

into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers

all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that

the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this

‎Section 6.4. The rights and obligations under this ‎Section 6.4 shall survive consummation of the Merger

and shall not be terminated or amended in a manner that is adverse to any Indemnified Party without the written consent of such Indemnified

Party. The Parties acknowledge and agree that the Indemnified Parties shall be third party beneficiaries of this ‎Section 6.4,

each of whom may enforce the provisions thereof.

Section 6.5.

Takeover Statutes. The Parties shall use their respective reasonable best efforts (a) to take all action necessary so that

no Takeover Statute is or becomes applicable to the Merger or any of the other Transactions (including, for the avoidance of doubt, the

Voting Agreement) and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary

so that the Merger and the other Transactions (including, for the avoidance of doubt, the Voting Agreement) may be consummated as promptly

as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Statute

on the Merger and the other Transactions. No Change of Recommendation shall change, or be deemed to change, or permit the Company or the

Company Board of Directors to change, in any manner or respect, the approval of the Company Board of Directors for purposes of causing

any Takeover Statute to be inapplicable to the Merger or any of the other Transactions (including, for the avoidance of doubt, the Voting

Agreement).

Section 6.6.

Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub to perform its obligations under this

Agreement and to consummate the Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement.

For the avoidance of doubt, any violation of the obligations of Merger Sub under this Agreement shall also be deemed to be a breach of

this Agreement by Parent.

Section 6.7.

Employee Matters.

(a)

Parent shall assume, honor and fulfill all of the Company Benefit Plans in accordance with their terms as in effect immediately

prior to the Closing if either (x) in effect as

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of the date hereof or (y) amended,

adopted, entered into or terminated prior to the Closing as permitted pursuant to the terms of such Company Benefit Plans and this Agreement.

Parent hereby acknowledges and agrees that a “change in control” (or similar phrase) within the meaning of each Company Benefit

Plan containing change in control provisions will occur as of the Effective Time. Effective as of the Effective Time and for a period

of twelve (12) months thereafter, Parent shall provide to each employee of the Company and Company Subsidiary who continues to be employed

by Parent or any Subsidiary thereof (the “Continuing Employees”), (i) on target earnings, consisting of base pay

or wage rate, as applicable, and target incentive cash compensation opportunities, that are, in the aggregate, no less favorable than

those in effect for such Continuing Employee immediately prior to the Closing (provided that such Continuing Employee’s base pay

or wage rate during such twelve (12) month period shall be no less than that in effect immediately prior to the Closing), (ii) other

employee benefits (including retirement, health and welfare benefits, but excluding cash and equity incentive opportunities) that are,

in the aggregate, no less favorable than those in effect for similarly situated employees of Parent and its Subsidiaries and (iii) severance

entitlements that are no less favorable than those as set forth on Section 6.7(a)(iii) of the Company Disclosure Letter.

(b)

For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans

of Parent and its Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “New Plans”),

each Continuing Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years

of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such

Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which

such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the

foregoing shall not apply to the extent that its application would result in a duplication of benefits, for purposes of any pension plan

or for purposes of any benefit plan that is a frozen plan or provides grandfathered benefits. In addition, and without limiting the generality

of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time (other than any

administrative delays in connection with any transition to Parent’s tax qualified defined contribution plan), in any and all New

Plans to the extent coverage under such New Plan is of the same type as the Company Benefit Plan in which such Continuing Employee participated

immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each

New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent or its applicable Subsidiary

shall cause all preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee

and his or her covered dependents, unless such conditions would not have been waived under the Old Plan in which such Continuing Employee

participated immediately prior to the Effective Time and (B) Parent and its applicable Subsidiary shall use commercially reasonable efforts

to cause any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year

of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under

such New Plan for purposes of satisfying all deductible and maximum out-of-pocket requirements applicable to such employee and his or

her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

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(c)

The Company shall take (or cause to be taken) all actions necessary or appropriate to terminate any and all 401(k) plans effective

as of the day immediately preceding the Closing Date (the “401(k) Termination Date”), unless Parent provides the Company

with written notice at least ten (10) Business Days prior to the Closing Date instructing that the Company not terminate such 401(k) plan(s).

The Company shall provide Parent with evidence that such 401(k) plan(s) have been terminated pursuant to resolution of the Company’s

Board of Directors at least two (2) Business Days prior to the Closing Date; provided that, prior to amending or terminating the

Company’s 401(k) plan and at least ten (10) Business Days prior to the Closing Date, the Company shall provide Parent with the form

and substance of any applicable resolutions or amendments for review, and the Company shall reflect any reasonable comments promptly received

from Parent. If the Company 401(k) plan is terminated pursuant to this ‎Section 6.7(c), then as soon as practicable following

the 401(k) Termination Date, Parent shall permit all Continuing Employees who were eligible to participate in the Company 401(k) plan

immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan and shall permit each such Continuing Employee

to elect to transfer his or her account balance when distributed from the terminated Company 401(k) plan, including any outstanding participant

loans, to Parent’s 401(k) plan, except to the extent accepting such transfers would adversely affect the tax-qualified status of

Parent’s 401(k) plan or as may be prohibited by Parent’s 401(k) plan.

(d)

Following the date hereof, the Parties shall, and shall cause their respective affiliates to, cooperate and use good faith efforts

in all matters reasonably necessary for employee, compensation and benefits integration planning, including exchanging information and

data relating to employees, organizational structure, compensation and employee benefits, and distributing communications to the employees

of the Company and the Company Subsidiaries. Prior to the Closing, Parent shall be provided the opportunity and a reasonable period of

time to review and comment on any broad-based or otherwise material employee notices or communication materials (including website postings)

regarding the transactions contemplated by this Agreement from the Company or the Company Subsidiaries to the employees of the Company

or the Company Subsidiaries, including broad-based or otherwise material notices or communication materials with respect to employment,

compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this

Agreement or employment after the Closing prepared by the Company or the Company Subsidiaries prior to their distribution, and the Company

and the Company Subsidiaries shall reflect any reasonable comments promptly received from Parent.

(e)

Except as otherwise agreed in writing by Parent, the Company shall use commercially reasonable efforts to terminate all Contracts,

arrangements or relationships between the Company or any Company Subsidiary, on the one hand, and any professional employer organization,

on the other hand, effective as of the Closing Date.

(f)

Nothing in this Agreement shall confer upon any employee (including any Continuing Employee), officer, director or other individual

service provider any right to continue in the employ or service of Parent or any affiliate of Parent, or shall interfere with or restrict

in any way the rights of Parent or any affiliate of Parent, which rights are hereby expressly reserved, to discharge or terminate the

services of any employee, officer, director or other individual service provider at any time for any reason whatsoever, with or without

cause. Notwithstanding any

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provision in this Agreement

to the contrary, nothing in this ‎Section 6.7 shall (i) be deemed or construed to be an amendment or other modification

of any Company Benefit Plan or employee benefit plan of Parent or Merger Sub, (ii) create any third party rights in any Continuing

Employee or other current or former service provider of the Company or its affiliates (or any beneficiaries or dependents thereof) or

(iii) alter or limit the right of Parent, the Company, the Surviving Corporation or any of their Subsidiaries or affiliates to amend,

modify or terminate any Company Benefit Plan, Old Plan, New Plan or any other compensation or benefit plan, program, policy, agreement

or arrangement on or after the Effective Time.

Section 6.8.

Rule 16b-3. Prior to the Effective Time, the Company and Parent shall, as applicable, take all such steps as may be

reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) and

acquisitions of Parent equity securities pursuant to the Transactions by each individual who is a director or officer of the Company subject

to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3

promulgated under the Exchange Act.

Section 6.9.

Stockholder Litigation. The Company shall provide Parent prompt notice (and in any event within forty-eight (48) hours)

of any litigation brought by any stockholder of the Company or purported stockholder of the Company against the Company, any of its Subsidiaries

and/or any of their respective directors or officers relating to the Merger or any of the other Transactions or this Agreement or the

Voting Agreement, and shall keep Parent informed on a prompt and timely basis with respect to the status thereof. The Company shall give

Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any such litigation and reasonably cooperate

with Parent in conducting the defense or settlement of such litigation, and no such settlement shall be agreed without Parent’s

prior written consent, which consent shall not be unreasonably withheld or delayed, except that Parent may, in its sole discretion, withhold

such consent to any settlement which does not include a full release of Parent and its affiliates (including the Surviving Corporation

and its Subsidiaries) or which imposes an injunction or other equitable relief on the Company, Parent or any of their affiliates (including,

after the Effective Time, the Surviving Corporation and its Subsidiaries). In the event of, and to the extent of, any conflict or overlap

between the provisions of this ‎Section 6.9 and ‎Section 5.1 or ‎Section 6.2, the provisions

of this ‎Section 6.9 shall control.

Section 6.10.

Delisting. Each of the Parties agrees to cooperate with the other Parties in taking, or causing to be taken, all actions

necessary to delist the Class A Common Stock from Nasdaq and terminate its registration under the Exchange Act; provided that

such delisting and termination shall not be effective until at or after the Effective Time.

Section 6.11.

Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations

in a form reasonably acceptable to Parent executed by each director of the Company in office as of immediately prior to the Effective

Time and effective upon the Effective Time.

Section 6.12.

FIRPTA. At or prior to Closing, the Company shall deliver to Parent (with a copy to the Paying Agent) (A) a duly executed

certificate in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that the Company was not a “United

States real property holding corporation” within the meaning of Section 897(c)(2) of the

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Code during the applicable period

specified in Section 897(c)(1)(A)(ii) of the Code, and (B) a notice to the IRS in accordance with Treasury Regulations Section 1.897-2(h)(2),

together with written authorization for Parent to deliver such notice to the IRS on behalf of the Company after the Closing.The Company’s

obligation to deliver the certificate, notice and authorization contemplated by this ‎Section 6.12 shall be disregarded

for purposes of determining whether the conditions to Closing set forth in ‎Article VII have been satisfied, and the sole

remedy in the absence of such certificate, notice to the IRS and authorization being delivered at or prior to Closing shall be the entitlement

of the Paying Agent, Parent, the Company, Merger Sub and the Surviving Corporation to deduct and withhold from any cash amount payable

pursuant to this Agreement amounts that are required to be deducted or withheld in accordance with ‎Section 2.4.

Section 6.13.

Certain Tax Matters. The Parties shall, and shall cause their respective Subsidiaries to, take the actions listed in Section

6.13 of the Company Disclosure Letter.

Section 6.14.

Treatment of Company Indebtedness. The Company shall (and shall, if applicable, cause the Company Subsidiaries to) deliver

all notices and take all other actions within its or their sole control (as applicable) required to facilitate, at or prior to the Effective

Time, the termination of all commitments under the New Revolving Credit Agreement (as defined on Section 5.1 of the Company Disclosure

Letter), if any, that is entered into after the date hereof and that will be outstanding as of immediately prior to the Closing Date,

the repayment in full of all obligations outstanding thereunder (the “Specified Indebtedness”) and the release of any

guarantees in connection therewith (collectively, the “Specified Indebtedness Termination”). In furtherance and not

in limitation of the foregoing, and if and only if such Specified Indebtedness exists, the Company shall, and shall, if applicable, cause

the Company Subsidiaries to, use reasonable best efforts to (A) deliver to Parent at least three (3) Business Days prior to the Closing

Date, a draft payoff letter and, if applicable, draft related guarantee release documentation and (B) deliver to Parent at least one (1)

Business Day prior to the Closing Date, an executed payoff letter (the “Payoff Letter”) and, if applicable, executed

related guarantee release documentation (any such guarantee release documentation, for the avoidance of doubt, shall not be required to

be effective until the Effective Time), in each case, with respect to such Specified Indebtedness in form and substance customary for

a transaction of this type, from the agent on behalf of the Persons to whom such Specified Indebtedness is owed, which Payoff Letter together

with any related guarantee release documentation shall, among other things, include the payoff amount and provide that any guarantees

granted in connection with such Specified Indebtedness shall, upon the payment of the amount set forth in the Payoff Letter at or prior

to the Effective Time, be released and terminated. Notwithstanding anything herein to the contrary, in no event shall this Section

6.14 require the Company or any of the Company Subsidiaries to cause the Specified Indebtedness Termination to be effective unless

and until the Effective Time has occurred and Parent has provided or caused to be provided to the Company or the Company Subsidiaries

funds (or Parent has directed the Company or any of the Company Subsidiaries to use funds on their respective balance sheets) to pay in

full the then outstanding principal amount of and accrued and unpaid interest and fees with respect to the Specified Indebtedness. At

Parent’s request, the Company shall, and shall cause the Company Subsidiaries to, make its and their

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available cash available to

be used on the Closing Date to fund any payments with respect to the Specified Indebtedness designated by Parent to be made on or after

such date.

Article VII

CONDITIONS TO CONSUMMATION OF THE MERGER

Section 7.1.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each Party to consummate

the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which

may be waived in whole or in part by Parent, Merger Sub and the Company, as the case may be, to the extent permitted by applicable Law:

(a)

Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.

(b)

Government Consents. (i) The waiting period (or extensions thereof), and any commitments not to close before a certain date

under a timing agreement entered into with Governmental Entities, applicable to the consummation of the Merger under the HSR Act relating

to the Transactions shall have expired, been terminated or otherwise waived and (ii) all applicable filings, registrations, waiting periods

(or extensions thereof) and approvals and clearances under each other applicable Regulatory Law of the jurisdictions contemplated by ‎Section 7.1(b)

of the Company Disclosure Letter shall have been made, expired, terminated or obtained, as the case may be, and remain in effect, without

the imposition, individually or in the aggregate, of a Burdensome Condition.

(c)

No Legal Prohibition. No Governmental Entity of competent jurisdiction shall have (i) enacted, issued or promulgated

any Law that is in effect as of immediately prior to the Effective Time or (ii) issued or granted any order, injunction, decree or

ruling (whether temporary, preliminary or permanent) that is in effect as of immediately prior to the Effective Time, in each case, which

has the effect of (x) restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or (y) imposing a

Burdensome Condition, unless agreed to in writing by Parent.

Section 7.2.

Conditions to Obligations of Parent. The obligations of Parent and Merger Sub to consummate the Merger shall be subject

to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or

in part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law:

(a)

Representations and Warranties. (A) The representations and warranties of the Company set forth in ‎Section 3.1(a)

(other than the last sentence thereof) (Qualification, Organization, Subsidiaries, etc.), the first sentence of ‎Section 3.1(b)

(Qualification, Organization, Subsidiaries, etc.), ‎Section 3.3 (Corporate

Authority), ‎Section 3.22 (Opinion of Financial Advisor), ‎Section 3.23

(State Takeover Statutes; Anti-Takeover Laws) and ‎Section 3.25 (Finders and

Brokers) (x) that are qualified by materiality or Company Material Adverse Effect shall be true and correct in all respects as of the

date hereof and shall be true and correct in all respects as of the Closing as though made as of the Closing (except representations and

warranties that by

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their terms speak specifically

as of another date, in which case as of such date) and (y) that are not qualified by materiality or Company Material Adverse Effect shall

be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing

as though made as of the Closing (except representations and warranties that by their terms speak specifically as of another date, in

which case as of such date); (B) the representations and warranties of the Company set forth in ‎Section 3.2(a)

(Capitalization), ‎Section 3.2(c) (Capitalization), ‎Section 3.2(d)

(Capitalization) and ‎Section 3.2(e) (Capitalization) shall be true and correct

other than for de minimis inaccuracies as of the date hereof and shall be true and correct other than for de minimis inaccuracies

as of the Closing as though made as of the Closing (except representations and warranties that by their terms speak specifically as of

another date, in which case as of such date); (C) the representations and warranties of the Company set forth in ‎Section 3.8(a)

(Absence of Certain Changes or Events) shall be true and correct in all respects as of the date hereof and shall be true and correct in

all respects as of the Closing as though made as of the Closing; and (D) the other representations and warranties of the Company

set forth in this Agreement (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained

therein) shall be true and correct as of the date hereof and shall be true and correct as of the Closing as though made as of the Closing

(except representations and warranties that by their terms speak specifically as of another date, in which case as of such date), except,

with respect to this clause ‎(D), where any failures of any such representations and warranties

to be true and correct (without giving effect to any qualification as to materiality or Company Material Adverse Effect contained therein)

have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the

obligations, covenants and agreements required to be performed or complied with by it under the Agreement at or prior to the Closing.

(c)

No Company Material Adverse Effect. A Company Material Adverse Effect shall not have, individually or in the aggregate,

occurred on or after the date of the Agreement and be continuing as of immediately prior to the Closing.

(d)

Company Officer’s Certificate. Parent shall have received a certificate, dated as of the Closing Date, signed by the

chief executive officer, chief financial officer or another executive officer of the Company certifying that each of the conditions set

forth in ‎Section 7.2(a), ‎Section 7.2(b) and ‎Section 7.2(c) has been satisfied.

Section 7.3.

Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger shall be subject to the

satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part

by the Company to the extent permitted by applicable Law:

(a)

Representations and Warranties. (A) The representations and warranties of Parent and Merger Sub set forth in ‎Section 4.1

(Qualification, Organization, etc.) (with respect to the first sentence only) and ‎Section 4.2

(Corporate Authority) (x) that are qualified by materiality or Parent Material Adverse Effect shall be true and correct in all respects

as of the date hereof and shall be true and correct in all respects as of the Closing as though made as of the Closing (except representations

and warranties that by their terms speak specifically as of another date, in which

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case as of such date) and (y)

that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects as of the date

hereof and shall be true and correct in all material respects as of the Closing as though made as of the Closing (except representations

and warranties that by their terms speak specifically as of another date, in which case as of such date); and (B) the other representations

and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any qualification

as to materiality or Parent Material Adverse Effect contained therein) as of the date hereof and as of the Closing as if made on and as

of the Closing (except representations and warranties that by their terms speak specifically as of another date, in which case as of such

date), except where the failure of any such representations and warranties to be so true and correct (without giving effect to any

qualification as to materiality or Parent Material Adverse Effect contained therein) have not had and would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect.

(b)

Performance of Obligations of Parent. Each of Parent and Merger Sub shall have performed or complied in all material respects

with the obligations, covenants and agreements required to be performed or complied with by it under the Agreement at or prior to the

Closing.

(c)

Parent Officer’s Certificate. The Company shall have received a certificate, dated as of the Closing Date, signed

by the chief executive officer, chief financial officer or another executive officer of Parent certifying that each of the conditions

set forth in ‎Section 7.3(a) and ‎Section 7.3(b) has been satisfied.

Article VIII

TERMINATION

Section 8.1.

Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time before

the Closing, as follows (with any termination by Parent also being an effective termination by Merger Sub):

(a)

by mutual written consent of Parent and the Company;

(b)

by the Company, in the event that (i) Parent and/or Merger Sub shall have breached, failed to perform or violated their respective

covenants or agreements under this Agreement or (ii) any of the representations and warranties of Parent or Merger Sub set forth

in this Agreement shall have become inaccurate, in either case of clause ‎(i) or ‎(ii) in a manner that would

give rise to the failure of a condition set forth in ‎Section 7.3(a) or ‎Section 7.3(b) and such breach,

failure to perform, violation or inaccuracy is not capable of being cured by the Outside Date or, if capable of being cured by the Outside

Date, is not cured by Parent or Merger Sub, as applicable, before the earlier of (x) the Business Day immediately prior to the Outside

Date and (y) the thirtieth (30th) calendar day following receipt of written notice from the Company of such breach, failure to perform,

violation or inaccuracy; provided that the Company shall not have the right to terminate this Agreement pursuant to this ‎Section 8.1(b)

if the Company is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which

breach would give rise to the failure of a condition set forth in ‎Section 7.2(a), ‎Section 7.2(b) or

‎Section 7.2(c);

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(c)

by Parent, in the event that (i) the Company shall have breached, failed to perform or violated its covenants or agreements

under this Agreement or (ii) any of the representations and warranties of the Company set forth in this Agreement shall have become

inaccurate, in either case of clause ‎(i) or ‎(ii) in a manner that would give rise to the failure of a condition

set forth in ‎Section 7.2(a), ‎Section 7.2(b) or ‎Section 7.2(c) and such breach, failure

to perform, violation or inaccuracy is not capable of being cured by the Outside Date or, if capable of being cured by the Outside Date,

is not cured by the Company before the earlier of (x) the Business Day immediately prior to the Outside Date and (y) the thirtieth (30th)

calendar day following receipt of written notice from Parent of such breach, failure to perform, violation or inaccuracy; provided

that Parent shall not have the right to terminate this Agreement pursuant to this ‎Section 8.1(c) if Parent or Merger

Sub is then in breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would

give rise to the failure of a condition set forth in ‎Section 7.3(a) or ‎Section 7.3(b);

(d)

by either Parent or the Company if the Closing has not occurred on or before the first

anniversary of the date hereof (as such date may be extended or amended pursuant to this ‎Section 8.1(d),

the “Outside Date”); provided that (i) if, on the Outside Date, all of the conditions to Closing, other than

the conditions set forth in ‎Section 7.1(b) and ‎Section 7.1(c)

(to the extent any such injunction or order is in respect of, or any such Law is, the HSR Act or any other Regulatory Law) and those conditions

that by their nature are to be satisfied at Closing (but provided that such conditions shall then be capable of being satisfied if the

Closing were to take place on such date), shall have been satisfied or waived, then the Outside Date shall automatically be extended one

(1) time for all purposes hereunder for an additional ninety (90) days, which date shall thereafter be deemed to be the Outside Date and

(ii) if on the Outside Date as so extended pursuant to clause (i) of this ‎Section 8.1(d), all of the conditions

to Closing, other than the conditions set forth in ‎Section 7.1(b) and ‎Section 7.1(c) (to the extent

any such injunction or order is in respect of, or any such Law is, the HSR Act or any other Regulatory Law) and those conditions that

by their nature are to be satisfied at Closing (but provided that such conditions shall then be capable of being satisfied if the Closing

were to take place on such date), shall have been satisfied or waived, then the Outside Date shall automatically be extended one (1) additional

time for all purposes hereunder for an additional ninety (90) days, which date shall thereafter be deemed to be the Outside Date; provided,

further, notwithstanding the foregoing provisions of this ‎Section 8.1(d), Parent and the Company may mutually

agree in writing to amend the Outside Date to any other date as agreed; provided,

further, that the right to terminate this Agreement pursuant to this ‎Section 8.1(d)

shall not be available to any Party whose action or failure to fulfill any obligation under this Agreement has been a proximate cause

of the failure of the Transactions to be consummated by the Outside Date and such action or failure to act constitutes a material breach

of this Agreement;

(e)

by Parent, prior to the time the Company Stockholder Approval is obtained, if (i) the Company Board of Directors shall have

effected a Change of Recommendation (whether or not in compliance with this Agreement) or (ii) the

Company has materially breached ‎Section 5.2;

(f)

by either the Company or Parent if a Governmental Entity of competent jurisdiction shall have issued a final, nonappealable order,

injunction, decree or ruling in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the

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Transactions or any Law that

permanently makes consummation of the Transactions illegal or otherwise prohibited shall be in effect;

(g)

by either the Company or Parent, if the Company Stockholder Approval shall not have been obtained upon a vote taken thereon at

the Company Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof; or

(h)

by the Company, prior to the time the Company Stockholder Approval is obtained, in order to effect a Change of Recommendation and

substantially concurrently enter into a definitive agreement providing for a Superior Proposal; provided that (i) the Company has

complied in all material respects with the terms of ‎Section 5.2, and (ii) substantially concurrently with or prior to

(and as a condition to) the termination of this Agreement, the Company pays or causes to be paid to Parent the Termination Fee.

Section 8.2.

Effect of Termination.

(a)

In the event of the valid termination of this Agreement as provided in ‎Section 8.1,

written notice thereof shall forthwith be given to the other Party or Parties specifying the provision hereof pursuant to which such termination

is made, and this Agreement shall forthwith become null and void and there shall be no liability on the part of Parent, Merger Sub or

the Company, except that the Confidentiality Agreement, the Clean Room Agreement, the Joint Defense Agreement, this ‎Section 8.2,

Section 6.2(c) (clause (i) of the second sentence only) and ‎Section 9.3

through ‎Section 9.12 shall survive such termination; provided that

nothing herein shall relieve any Party from liability for Fraud or willful breach of this Agreement prior to such termination. For purposes

of this Agreement, (i) “willful breach” shall mean an action or omission taken or omitted to be taken that the breaching

party intentionally takes (or fails to take) and actually knows would, or would reasonably be expected to, be or cause a material breach

of this Agreement and (ii) “Fraud” shall mean common law fraud that is committed with actual knowledge of falsity and

with the intent to deceive or mislead another.

(b)

Termination Fees.

(i) If

(x) this Agreement is terminated (I) by Parent or the Company pursuant to ‎Section 8.1(d) or (II) by Parent or the Company

pursuant to Section 8.1(f) (with respect to ‎Section 8.1(f), solely to the extent that any such injunction, order,

decree or ruling is in respect of, or any such Law relates to, the HSR Act or any other applicable Regulatory Law) (provided,

that, in order for a termination by the Company to trigger the Regulatory Termination Fee under this clause (II), the Company must deliver

a signed written notice (the “Company Notice”) to Parent stating that (A) such termination shall not be effective

until five (5) Business Days following receipt of such notice by Parent (the “Notice Period”) and (B) if Parent and

Merger Sub deliver a signed written notice (the “Parent Notice”) to the Company stating that they irrevocably waive

the condition in Section 7.1(c) with respect to such injunction, order, decree, ruling or Law within the Notice Period then such

termination by the Company under this clause (II) shall be null and void and deemed withdrawn; provided, further, for the

avoidance of doubt that, if Parent and Merger Sub deliver the Parent Notice within the Notice Period, then such termination by the Company

under this clause (II) shall be null and void and deemed withdrawn and the Company,

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Parent and Merger Sub shall be deemed to have irrevocably

waived the condition in Section 7.1(c) with respect to such injunction, order, decree, ruling or Law), (y) on the date of such

termination all of the conditions to the Closing set forth in Section 7.1, Section 7.2(a), Section 7.2(b), Section

7.2(c) and Section 7.2(d) are satisfied or duly waived (other than those conditions that by their nature are to be satisfied

at Closing, each of which is capable of being satisfied at the Closing if the Closing were to take place on such date), other than the

conditions set forth in ‎Section 7.1(b) or ‎Section 7.1(c) (with respect to ‎Section 7.1(c),

solely to the extent that any such injunction, order, decree or ruling is in respect of, or any such Law relates to, the HSR Act or any

other applicable Regulatory Law) and (z) in the case of a termination by the Company pursuant to Section 8.1(d) or Section

8.1(f), (1) the Company has delivered a signed written notice (which may, if applicable, be included in the Company Notice) to Parent

stating that the Company irrevocably waives in writing the conditions set forth in Section 7.1(c) with respect to such injunction,

order, decree, ruling or Law, if any, and irrevocably confirms in writing to Parent that it is ready, willing and able to consummate

the Closing (and, in the case of a termination by the Company pursuant to Section 8.1(d), upon delivery of such notice the Outside

Date shall be extended by five (5) Business Days) and (2) Parent and Merger Sub, in the case of a termination by the Company pursuant

to Section 8.1(d), fail to effect the Closing, or in the case of a termination by the Company pursuant to Section 8.1(f),

fail to effect the Closing or deliver the Parent Notice, in each case within five (5) Business Days following receipt of such notice

by Parent (which period may, if applicable, coincide with the Notice Period), then Parent shall pay to the Company a fee of $300,000,000

in cash (the “Regulatory Termination Fee”) within two (2) Business Days after such termination. In the event any amount

is payable to the Company pursuant to this clause ‎(i), such amount shall be paid by wire transfer of immediately available

funds to an account designated in writing by the Company. For the avoidance of doubt, in no event shall Parent be obligated to pay the

Regulatory Termination Fee on more than one occasion.

(ii) If

(A) Parent or the Company terminates this Agreement pursuant to Section 8.1(d) or ‎Section 8.1(g), or Parent

terminates this Agreement pursuant to ‎Section 8.1(c) as a result of a breach, failure to perform or violation described

in such Section that (except with respect to a breach of ‎Section 5.2(a)) first occurred following the making of an Acquisition

Proposal of the type referenced in the following clause ‎(B), after the date hereof and prior to the date of such

termination (or prior to the Company Stockholder Approval in the case of termination pursuant to ‎Section 8.1(g)), a

bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise made known to the

Company Board of Directors or the Company’s management, and in each case, is not withdrawn (publicly, if publicly disclosed) at

least three (3) Business Days prior to the earlier of the date of the Company Stockholders Meeting and the date of such termination and

(C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement with respect

to an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date any such Acquisition Proposal

is consummated and (y) the date of entry in any such definitive agreement, the Company shall pay or caused to be paid to Parent a fee

of $191,390,000 in cash (the “Termination Fee”). Solely for purposes of this ‎Section 8.2(b)(ii),

the term “Acquisition Proposal” shall have the meaning assigned to such term in Annex A, except that all references

to “fifteen percent (15%)” and “eighty five percent (85%)” therein shall be deemed to be references to “fifty

percent (50%).”

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(iii)

If (x) Parent terminates this Agreement pursuant to Section 8.1(e) or (y) the Company terminates this Agreement pursuant

to Section 8.1(d) at a time when Parent would be permitted to terminate this Agreement pursuant to Section 8.1(e),

within two (2) Business Days after such termination, the Company shall pay or caused to be paid to Parent the Termination Fee.

(iv)

If the Company terminates this Agreement pursuant to ‎Section 8.1(h), substantially concurrently with or prior

to (and as a condition to) such termination, the Company shall pay or caused to be paid to Parent the Termination Fee.

(v)

In the event any amount is payable by the Company pursuant to the preceding clauses ‎(ii), ‎(iii) or

‎(iv), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent.

For the avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.

(c)

Each Party acknowledges that the agreements contained in this ‎Section 8.2 are an integral part of the Transactions

and that, without these agreements, the Parties hereto would not enter into this Agreement. Each Party further acknowledges that each

of the Termination Fee and the Regulatory Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that

will compensate Parent and Merger Sub or the Company, as applicable, in the circumstances in which the Termination Fee or the Regulatory

Termination Fee, as applicable, is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement

and in reliance on this Agreement and on the expectation of the consummation of the Transactions. In addition, if the Company or Parent,

as applicable, fails to pay in a timely manner any amount due pursuant to ‎Section 8.2(b), then (i) the Company or

Parent, as applicable, shall reimburse the other Party for all reasonable out-of-pocket costs and expenses (including disbursements and

fees of counsel) incurred in the collection of such overdue amounts, including in connection with any related claims, actions or proceedings

commenced and (ii) the Company or Parent, as applicable, shall pay to the other Party interest on the amounts payable pursuant to

‎Section 8.2(b) from and including the date payment of such amounts were due to but excluding the date of actual payment

at the prime rate set forth in the Wall Street Journal in effect on the date such payment was required to be made. Notwithstanding

anything to the contrary in this Agreement, (1) except for the right to seek monetary damages for Fraud (in each case, solely as it relates

to (x) the representations and warranties expressly made in ‎Article III, (y) certificates delivered pursuant hereto,

or (z) filings submitted to Governmental Entities pursuant hereto (or documents submitted to such Governmental Entities in connection

with such filings)) or willful breach occurring prior to the valid termination of this Agreement, and without limiting Parent’s

or Merger Sub’s, right to specific performance in accordance with ‎Section 9.12, (A) the Termination Fee (and any

other amounts expressly required by this ‎Section 8.2, if any) shall be the sole and exclusive monetary remedy available

to Parent and Merger Sub in connection with this Agreement and the Transactions in any circumstance in which the Termination Fee becomes

due and payable and is paid by the Company in accordance with this Agreement, and (B) upon Parent’s receipt of the full Termination

Fee (and any other amounts required by this ‎Section 8.2(c)) pursuant to this ‎Section 8.2 in circumstances

in which the Termination Fee is payable, none of the Company, any

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Company Subsidiary or any of

their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents shall

have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for Fraud (in each case,

solely as it relates to (x) the representations and warranties expressly made in ‎Article III, (y) certificates delivered

pursuant hereto, or (z) filings submitted to Governmental Entities pursuant hereto (or documents submitted to such Governmental Entities

in connection with such filings)) or willful breach (each as defined in ‎Section 8.2(a)), and (2) except for the right

to seek monetary damages for Fraud (in each case, solely as it relates to (x) the representations and warranties expressly made in ‎Article IV,

(y) certificates delivered pursuant hereto, or (z) filings submitted to Governmental Entities pursuant hereto (or documents submitted

to such Governmental Entities in connection with such filings)) or willful breach occurring prior to the valid termination of this Agreement,

and without limiting the Company’s right to specific performance in accordance with ‎Section 9.12, (A) the Regulatory

Termination Fee (and any other amounts expressly required by this ‎Section 8.2, if any) shall be the sole and exclusive

monetary remedy available to the Company in connection with this Agreement and the Transactions in any circumstance in which the Regulatory

Termination Fee becomes due and payable and is paid by Parent in accordance with this Agreement and (B) upon the Company’s receipt

of the full Regulatory Termination Fee (and any other amounts required by this ‎Section 8.2(c)) pursuant to this ‎Section 8.2

in circumstances in which the Regulatory Termination Fee is payable, none of Parent, any Parent Subsidiary or any of their respective

former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents shall have any further

liability or obligation relating to or arising out of this Agreement or the Transactions, except for Fraud (in each case, solely as it

relates to (x) the representations and warranties expressly made in ‎Article IV, (y) certificates delivered pursuant

hereto, or (z) filings submitted to Governmental Entities pursuant hereto (or documents submitted to such Governmental Entities in connection

with such filings)) or willful breach (each as defined in ‎Section 8.2(a)). For the avoidance of doubt, Parent or the

Company, as applicable, may seek specific performance to cause the other Party to consummate the Transactions in accordance with ‎Section 9.12

and the payment of the Termination Fee or Regulatory Termination Fee, as applicable, pursuant to this ‎Section 8.2(c),

but in no event shall Parent or the Company, as applicable, be entitled to both (i) specific performance to cause the Company to consummate

the Transactions in accordance with ‎Section 9.12 and (ii) the payment of the Termination Fee or Regulatory Termination

Fee, as applicable, pursuant to this ‎Section 8.2(c).

Article IX

MISCELLANEOUS

Section 9.1.

Amendment and Modification; Waiver.

(a)

Subject to applicable Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented

by written agreement of each of the Parties.

(b)

At any time and from time to time prior to the Effective Time, either the Company, on the one hand, or Parent and Merger Sub, on

the other hand, may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance

of any of

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the obligations or other acts

of the other Parties, as applicable, (ii) waive any inaccuracies in the representations and warranties made by the other Parties

contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions

for their respective benefit contained herein. Any agreement on the part of Parent, Merger Sub or the Company to any such extension or

waiver shall be valid only if set forth in an instrument in writing signed on behalf of Parent or the Company, as applicable. No failure

or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single

or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 9.2.

NonSurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any schedule,

instrument or other document delivered pursuant to this Agreement shall survive the Effective Time.

Section 9.3.

Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this

Agreement and the Transactions shall be paid by the Party incurring such costs and expenses; provided, however, that Parent shall

pay all filing fees under the HSR Act and any other applicable Regulatory Law relating to the Transactions.

Section 9.4.

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally

(notice deemed given upon receipt), by electronic mail (notice deemed given upon transmission so long as there is no return error message

or other notification of non-delivery received by the sender; provided that, electronic mail received after 6:00 p.m., Pacific

Time, shall be deemed received on the next day) or sent by a nationally recognized overnight courier service or express delivery service

(notice deemed given upon receipt of proof of delivery), to the Parties at the following addresses (or at such other address for a Party

as shall be specified by like notice):

if to Parent or Merger Sub, to:

Salesforce, Inc.

Salesforce Tower

415 Mission Street, 3rd

San Francisco, California

94105

Email: [***]

Attention: Chief

Legal Officer

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Email: ajnussbaum@wlrk.com

mlu@wlrk.com

Attention: Andrew

J. Nussbaum

Meng Lu

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if to the Company, to:

Braze, Inc.

63 Madison Building

28 East 28th Street, Floor 12

New York, New York 10016

Email: [***]

Attention: General Counsel

with copies to:

Davis Polk & Wardwell LLP

900 Middlefield Road

Redwood City, CA 94063

Email: paul.scrivano@davispolk.com

cheryl.chan@davispolk.com

Attention: Paul S. Scrivano

Cheryl Chan

Section 9.5.

Interpretation. When a reference is made in this Agreement to sections, such reference shall be to a section of this Agreement,

unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this

Agreement they shall be deemed to be followed by the words “without limitation.” As used in this Agreement, the term “affiliates”

shall have the meaning set forth in Rule 12b-2 of the Exchange Act. The word “extent” and the phrase “to the extent”

when used in this Agreement shall mean the degree to which a subject or other things extends, and such word or phrase shall not merely

mean “if.” The term “or” is not exclusive, and shall be interpreted as “and/or.” The phrases “the

date of this Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be

deemed to refer to the date set forth in the preamble to this Agreement. The phrase “made available,” when used in reference

to anything made available to Parent or its Representatives shall be deemed to mean uploaded to and/or made available to Parent and its

Representatives no less than one (1) Business Day prior to the date hereof in the online data room hosted on behalf of the Company under

the name “Project Banff” (which, for the avoidance of doubt, includes the materials provided in any folder of such data room,

including the “clean room” and other folders to which a limited subset of Parent employees and Parent’s Representatives

have access). The table of contents and headings set forth in this Agreement or any schedule delivered pursuant to this Agreement are

for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this

Agreement or such schedule or any term or provision hereof or thereof. All references herein to the Subsidiaries of a Person shall be

deemed to include all direct and indirect Subsidiaries of such Person, unless otherwise indicated or the context otherwise requires. A

reference to any specific Law or to any provision of any Law, whether or not followed by the phrase “as amended,” includes

any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules,

regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of any representations and warranties

in this Agreement that are made as a specific date, references to any specific Law will be deemed to refer to such legislation or provision

(and all rules, regulations and statutory instruments issued thereunder or pursuant thereto) as of such date. If any period expires on

a day that is not a Business Day or event or condition is required by the terms of this

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Agreement to occur or be fulfilled

on a day that is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may

be, on the next succeeding Business Day. Any action required to be taken “within” a specified time period following the occurrence

of an event shall be required to be taken no later than 5:00 P.M. U.S. Pacific Time on the last day of such time period, which shall be

calculated starting with the day immediately following the date of the event. The Parties agree that they have been represented by counsel

during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of

construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement

or document.

Section 9.6.

Counterparts. This Agreement may be executed manually or by other electronic transmission by the Parties, in any number

of counterparts, each of which shall be considered one and the same agreement and shall become effective when a counterpart hereof shall

have been signed by each of the Parties and delivered to the other Parties. The exchange of a fully executed Agreement (in counterparts

or otherwise) by electronic transmission in .pdf or DocuSign format shall be sufficient to bind the Parties to the terms and conditions

of this Agreement.

Section 9.7.

Entire Agreement; ThirdParty Beneficiaries.

(a) This

Agreement, the Voting Agreement, the Clean Room Agreement, the Joint Defense Agreement and the Confidentiality Agreement constitute the

entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements (except

that the Confidentiality Agreement shall be deemed amended hereby so that until the termination of this Agreement in accordance with

‎Section 8.1, Parent and Merger Sub shall be permitted to take the actions contemplated by this Agreement) and understandings,

both written and oral, among the Parties or any of them with respect to the subject matter hereof and thereof. The Company Disclosure

Letter and the Parent Disclosure Letter referred to herein shall not be deemed part of this Agreement for purposes of any provision of

the DGCL but shall have the effects provided in this Agreement and in the last sentence of the second paragraph of each of the Company

Disclosure Letter and the Parent Disclosure Letter.

(b)

Nothing in this Agreement (including the Company Disclosure Letter and the Parent Disclosure Letter) or in the Confidentiality

Agreement, express or implied, is intended to confer upon any Person other than the Parties any rights or remedies hereunder or thereunder,

except (i) as provided in ‎Section 6.4, and (ii) if the Effective Time occurs,

the right of the Company Stockholders under ‎Section 2.1(a) and holders of Company Equity Awards under ‎Section 2.3

to receive the Per Share Merger Consideration (if applicable) pursuant to the terms thereof. The Company shall be entitled, on behalf

of the Company Stockholders and holders of Company Equity Awards (each of which are third party beneficiaries of this Agreement to the

extent required for this provision to be enforceable), to pursue specific performance as set forth in ‎Section 9.12 or,

if specific performance is not sought or granted as a remedy, claims for damages in accordance with this Agreement (which, to the extent

proven and awarded by a court of competent jurisdiction, and pursuant to Section 261 of the DGCL, may include the benefit of the bargain

lost by the Company Stockholders and holders of Company Equity Awards, it being understood and agreed that any such damages award shall

take account of the Regulatory Termination Fee if paid in accordance with this Agreement) in the event of a breach hereof by Parent or

Merger Sub of this Agreement that gives rise to any such claim, in each case, pursuant to and in accordance

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with ‎Section 8.2,

it being agreed that the rights granted pursuant to this sentence shall be enforceable only by the Company, on behalf of and as representative

of and agent for the Company Stockholders and holders of Company Equity Awards, and in no event shall any Company Stockholder or holder

of Company Equity Awards be entitled to enforce any of such rights, or any of Parent’s or Merger Sub’s obligations, under

this Agreement in the event of any such breach, but rather the Company shall have the sole and exclusive right to do so as agent for such

holders.

Section 9.8.

Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of

Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long

as the economic or legal substance of the Merger is not affected in any manner adverse to any Party. Upon such determination that any

term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement

so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Merger is fulfilled

to the extent possible.

Section 9.9.

Governing Law; Jurisdiction.

(a)

This Agreement and any disputes relating to or arising out of this Agreement and the transactions contemplated hereby (whether

based in contract, tort or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Delaware, without

giving effect to conflicts of laws principles that would result in the application of the Law of any other state.

(b)

Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction

of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the

United States of America sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or

relating to this Agreement and the rights and obligations hereunder or the agreements delivered in connection herewith or the transactions

contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably

and unconditionally (i) agrees not to commence any such action or proceeding, except in the Court of Chancery of the State of Delaware,

or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and

any appellate court from any thereof; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined

in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the

United States of America sitting in Delaware, and any appellate court from any thereof; (iii) waives, to the fullest extent it may

legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding

in such courts; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance

of such action or proceeding in such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding

shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred

to in this ‎Section 9.9(b) in the manner provided for notices in ‎Section 9.4. Nothing in this

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Agreement will affect the right

of any Party to this Agreement to serve process in any other manner permitted by applicable Law.

Section 9.10.

Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY

IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN

CONNECTION HEREWITH OR THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT

(A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS,

(C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVERS AND CERTIFICATIONS IN THIS ‎Section 9.10.

Section 9.11.

Assignment. This Agreement shall not be assigned by any of the Parties (whether by operation of Law or otherwise) without

the prior written consent of the other Parties. Subject to the preceding sentence, but without relieving any Party of any obligation hereunder,

this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Section 9.12.

Enforcement; Remedies.

(a)

Except as otherwise expressly provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative

with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one

remedy will not preclude the exercise of any other remedy.

(b)

The Parties agree that irreparable injury, for which monetary damages (even if available) would not be an adequate remedy, will

occur in the event that any of the provisions of this Agreement (including failing to take such actions as are required of it hereunder

to consummate the Merger or the other Transactions) is not performed in accordance with its specific terms or is otherwise breached. Accordingly,

it is agreed that each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches

of this Agreement by any other Party, a decree or order of specific performance specifically enforcing the terms and provisions of this

Agreement and any further equitable relief, in each case in accordance with ‎Section 9.9, this being in addition to any

other remedy to which such Party is entitled under the terms of this Agreement at law or in equity.

(c)

The Parties’ rights in this ‎Section 9.12 are an integral part of the Transactions and each Party hereby

waives any objections to any remedy referred to in this ‎Section 9.12 (including any objection on the basis that there

is an adequate remedy at Law or that an award of such remedy is not an appropriate remedy for any reason at Law or equity). For the avoidance

of doubt, each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party. In the event any

Party seeks any remedy referred to in this

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‎Section 9.12,

such Party shall not be required to obtain, furnish, post or provide any bond or other security in connection with or as a condition to

obtaining any such remedy.

[Remainder of Page Intentionally

Left Blank]

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IN WITNESS WHEREOF, Parent,

Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date

first written above.

SALESFORCE, INC.

By:

/s/ John Somorjai

Name:

John Somorjai

Title:

President, Corporate Development and Investments

BANFF ACQUISITION

SUB INC.

By:

/s/ John Somorjai

Name:

John Somorjai

Title:

Vice President

[Signature

Page to Agreement and Plan of Merger]

IN WITNESS WHEREOF, Parent,

Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date

first written above.

BRAZE, INC.

By:

/s/ William Magnuson

Name:

William Magnuson

Title:

Chief Executive Officer

[Signature

Page to Agreement and Plan of Merger]

Annex A

Certain Definitions

For the purposes of this Agreement,

the term:

“Acceptable Confidentiality

Agreement” means a confidentiality agreement entered into after the date hereof that contains terms that (i) are no less favorable

in the aggregate to the Company than those contained in the Confidentiality Agreement (it being understood that such confidentiality agreement

need not contain a “standstill” or similar provision) and (ii) do not in any way restrict the Company or its Representatives

from complying with its disclosure obligations under this Agreement.

“Acquisition Proposal”

means any offer, proposal or indication of interest from a Person (other than a proposal or offer by Parent or any Parent Subsidiary)

at any time relating to any transaction or series of related transactions (other than the Transactions) involving: (a) any acquisition

or purchase by any person, directly or indirectly, of more than fifteen percent (15%) of any class of outstanding voting or equity securities

of the Company (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that,

if consummated, would result in any person beneficially owning more than fifteen percent (15%) of any class of outstanding voting or equity

securities of the Company (whether by voting power or number of shares); (b) any merger, consolidation, share exchange, business

combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company and a person pursuant

to which the Company Stockholders immediately preceding such transaction hold less than eighty five percent (85%) of the equity interests

in the surviving, resulting or ultimate parent entity of such transaction (whether by voting power or number of shares); or (c) any

sale, lease, exchange, transfer or other disposition to a person of more than fifteen percent (15%) of the consolidated assets of the

Company and the Company Subsidiaries (measured by the fair market value thereof).

“Actual Performance”

means the actual level of performance, as determined by the Compensation and Leadership Development Committee of the Company Board of

Directors, as of the latest practicable date prior to the Effective Time, which shall be done in the ordinary course of business.

“AI System”

means any system or Software that: (a) consists of, incorporates, is based on, or uses artificial intelligence (including as implemented

through any neural network, large language model, machine learning, natural language processing or supervised, semi-supervised, unsupervised

or reinforcement learning algorithms or other technologies now existing or that may exist in the future) or (b) is otherwise designed

to or can operate with varying levels of autonomy and that may exhibit adaptiveness after deployment and that, for explicit or implicit

objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that

can influence physical or virtual environments.

“Anti-Corruption

Law” means any Law related to combating bribery and corruption, including legislation implementing the OECD Convention on Combating

Bribery of Foreign Officials in International Business Transactions or the U.N. Convention Against Corruption

A-1

including, the U.S. Foreign

Corrupt Practices Act of 1977, as amended (the “FCPA”), and the U.K. Bribery Act 2010.

“Assumed Company

Restricted Shares” means the shares of Class A Common Stock held by the individuals listed on Section 2.3(i)(A) of the

Company Disclosure Letter that are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code) as of immediately

prior to the Effective Time.

“Business Days”

means any day, other than a Saturday, Sunday and any day which is a legal holiday under the Laws of the State of California or the State

of New York or is a day on which banking institutions located in such states are authorized or required by applicable Law or other governmental

action to close.

“Cashout Company

Restricted Shares” means the shares of Class A Common Stock held by the individuals listed on Section 2.3(i)(B) of the

Company Disclosure Letter that are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code) as of immediately

prior to the Effective Time.

“Clean Room Agreement”

means the Clean Room Agreement, dated as of August 28, 2026, between Parent and the Company.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company Bylaws”

means the Amended and Restated Bylaws of the Company as in effect on the date hereof.

“Company Charter”

means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

“Company Equity Awards”

means the Company Options, the Company RSUs, the Company PSUs and the Company Restricted Shares.

“Company Equity Plans”

means (i) the Company’s 2021 Equity Incentive Plan and (ii) the Company’s Amended and Restated 2011 Equity Incentive

Plan.

“Company ESPP”

means the Company’s 2021 Employee Stock Purchase Plan.

“Company Governing

Documents” means the Company Bylaws and the Company Charter.

“Company Intellectual

Property” means all Intellectual Property owned by (or claimed to be owned by), or filed in the name of the Company or any Company

Subsidiary.

“Company Material

Adverse Effect” means any Effect that, individually or in the aggregate, has had or would reasonably be expected to have, individually

or in the aggregate, a material adverse effect on the business, financial condition, or operations of the Company and the Company Subsidiaries,

taken as a whole; provided, however, that no Effects to the extent resulting or arising from the following shall be deemed

to constitute a Company Material Adverse Effect or shall be taken into account when determining whether a Company Material Adverse Effect

exists

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or has occurred: (a) any

changes in United States, regional, global or international economic conditions, including any changes affecting financial, credit, foreign

exchange or capital market conditions; (b) any changes in conditions generally affecting the cross-channel customer messaging software

industry; (c) any changes in political, geopolitical regulatory or legislative conditions

in the United States or any other country or region of the world; (d) any changes after the date hereof in GAAP or the authoritative

interpretation thereof; (e) any changes after the date hereof in applicable Law or the authoritative interpretation thereof; (f) any

failure by the Company to meet any internal or published projections, estimates or expectations of the Company’s revenue, earnings

or other financial performance or results of operations for any period, in and of itself, or any failure by the Company to meet its internal

budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (it being

understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from this definition

of a “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material

Adverse Effect); (g) any acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation

of a war, acts of armed hostility, weather conditions, natural disasters epidemics, pandemics, or

similar force majeure events, including any material worsening of such conditions threatened or existing as of the date hereof, or any

action taken by any Governmental Entity in response to any of the foregoing; (h) the execution and delivery of this Agreement, the identity

of Parent or any Parent Subsidiary, the pendency or consummation of this Agreement, the Merger and the other Transactions, including the

effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees

or sales representatives, or the public announcement of this Agreement or the Transactions, including the initiation or settlement of

any litigation arising out of or relating to this Agreement or the Transactions commenced by or involving (1) any Governmental Entity

in connection with this Agreement or the Transactions or (2) any current or former stockholder of the Company (on their own or on behalf

of the Company), to the extent relating to this Agreement or the Transactions, the identity of Parent or any Parent Subsidiary, the pendency

or consummation of this Agreement, the Merger and the other Transactions, or the public announcement of this Agreement and the Transactions,

as applicable (provided that this clause (h) shall not apply to any representation or warranty to the extent the purpose

of such representation or warranty is to address, as applicable, the consequences resulting from the execution and delivery or public

announcement of this Agreement, the pendency or consummation of this Agreement, the Merger and the other Transactions); and (i) any

action or failure to take any action which action or failure to act is requested in writing by Parent or otherwise expressly required

to be taken by this Agreement (other than pursuant to ‎Section 5.1‎(a)); provided that with respect to the

exceptions set forth in clauses (a), (b), (c), (d), (e) and (g), if such Effect has had,

or would reasonably be expected to have, a disproportionate adverse effect on the Company or any Company Subsidiary relative to other

companies operating in the cross-channel customer messaging software industry, then only

the incremental disproportionate adverse effect of such Effect that would reasonably be expected to occur shall be taken into account

for the purpose of determining whether a Company Material Adverse Effect exists or has occurred.

“Company Option”

means each option to purchase Class A Common Stock granted under any Company Equity Plan that is outstanding and unexercised immediately

prior to the Effective Time.

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“Company Products”

means any and all products and services, including Software as a service (SaaS) and any professional or consulting services, that are

or have been in the three (3) years prior to the date of this Agreement marketed, offered, sold, licensed, made available or distributed

by the Company or any Company Subsidiary.

“Company PSU”

means each restricted stock unit award relating to shares of Class A Common Stock granted under any Company Equity Plan that is outstanding

immediately prior to the Effective Time and subject to performance-based and service-based vesting requirements.

“Company Restricted

Shares” means the Assumed Company Restricted Shares and the Cashout Company Restricted Shares.

“Company RSU”

means each restricted stock unit award relating to shares of Class A Common Stock granted under any Company Equity Plan that is outstanding

immediately prior to the Effective Time and subject solely to service-based vesting requirements.

“Company Subsidiaries”

means the Subsidiaries of the Company.

“Company Systems”

means the computer systems and other information technology, including any Software, servers, networks, workstations, hubs, circuits,

switches, cloud storage and computing platforms and mobile devices, in each case, that are used or held for use, by the Company or any

of its Subsidiaries for use in the conduct of its business.

“Confidentiality

Agreement” means the Confidentiality Agreement, dated June 8, 2026, between Parent and the Company, as may be amended.

“Contract”

means any legally binding written or oral agreement, contract, subcontract, settlement agreement, lease, sublease, instrument, permit,

concession, franchise, binding understanding, note, option, bond, mortgage, indenture, trust document, loan or credit agreement, license,

sublicense, insurance policy or other commitment or undertaking of any nature.

“Controlled Group

Liability” means any and all liabilities (i) under Title IV of ERISA; (ii) under Section 302 of ERISA; (iii) under Sections

412 and 4971 of the Code; (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601

et seq. of ERISA and Section 4980B of the Code; and (v) under corresponding or similar provisions of foreign laws or regulations,

other than such liabilities that arise solely out of, or relate solely to, plans directly sponsored by the Company and the Company Subsidiaries.

“Conversion Ratio”

means the quotient (rounded to the 4th decimal place) obtained by dividing (i) the Per Share Merger Consideration by (ii)

the Parent Trading Price.

“Effect”

means any change, effect, development, circumstance, condition, state of facts, event or occurrence.

“Environmental Law”

means any and all applicable Law which (a) regulate or relate to the protection or clean-up of the environment; the use, treatment,

storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater,

drinking water, air, wildlife, plants or other natural resources, or, solely to the extent

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pertaining to exposure to Hazardous

Substances, the health and safety of persons or property, including protection of the health and safety of employees or (b) impose

liability or responsibility with respect to any of the foregoing, including the Comprehensive Environmental Response, Compensation and

Liability Act (42 U.S.C. § 9601 et seq.), or any other Law of similar effect.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate”

means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b),

(c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member

of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Exchange Act”

means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GDPR”

means Regulation (EU) 2016/679 (General Data Protection Regulation) of the European Parliament and of the Council on the protection of

natural persons with regard to the processing of personal data and on the free movement of such data as currently in effect and as may

be amended from time to time.

“Governmental Entity”

means (a) any supranational, national, federal, state, county, municipal, local, or foreign government or any entity exercising executive,

legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government, (b) any public international

governmental organization or (c) any agency, division, bureau, department, or other political subdivision of any government, entity

or organization described in the foregoing clause (a) or (b) of this definition (including patent and trademark offices

and self-regulatory organizations).

“Hazardous Substances”

means any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, chemical compound, pollutant, hazardous

substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental

Laws, due to its deleterious or toxic characteristics, including any quantity of petroleum product or byproduct, solvent, flammable or

explosive material, radioactive material, asbestos, lead paint, polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals,

radon gas, mold, mold spores, and mycotoxins.

“High-Risk AI Systems”

means AI Systems that are “high risk” (or are similarly categorized) under applicable Law (including the European Union Artificial

Intelligence Act).

“HSR Act”

means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Import

Restrictions” means all applicable U.S. and foreign import Laws, except to the extent inconsistent with U.S. Law, including

Title 19 Chapter 1 of the Code of Federal Regulations.

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“Indebtedness”

means, with respect to any Person, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person

evidenced by bonds, debentures, notes or similar instruments; (c) all Indebtedness of others secured by any Lien on owned or acquired

property of such Person, whether or not the Indebtedness secured thereby has been assumed; (d) all guarantees (or any other arrangement

having the economic effect of a guarantee) by such Person of Indebtedness of others; (e) all finance and capital lease obligations

and all synthetic lease obligations of such Person; (f) all obligations, contingent or otherwise, of such Person as an account party

in respect of financial guaranties, bankers’ acceptances, letters of credit, letters of guaranty, surety bonds and other similar

instruments, in each case, to the extent drawn; (g) all securitization transactions; (h) all obligations representing the deferred

and unpaid purchase price of property (other than trade payables, accounts payable and other current liabilities, in each case that are

not overdue and are incurred in the ordinary course of business consistent with past practice); or (i) net cash payment obligations

of such Person under swaps, options, hedging agreements or arrangements and other derivative agreements or arrangements that will be payable

upon termination thereof (assuming they were terminated on the date of determination).

“Information Privacy

and Security Laws” means (a) any Law, rule, regulation or directive and all binding guidance issued by any Governmental Entity

thereunder applicable to the Company or to any Company Subsidiary and (b) to the extent the Company has agreed to comply with the same,

any binding applicable self-regulatory guidelines, in each case, relating to: (i) the privacy, protection, or security of Protected

Information, including as relevant to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal and destruction

of Protected Information or (ii) requirements for websites and mobile applications, online behavioral advertising, tracking technologies,

call or electronic monitoring or recording, or any outbound calling and text messaging, telemarketing, or email marketing. Without limiting

the foregoing, “Information Privacy and Security Laws” includes, to the extent applicable to Company and Company Subsidiary,

the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act,

the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act,

the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, the Fair Credit Reporting Act, the Fair and Accurate Credit

Reporting Act, the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented by the Health Information

Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009 (together, “HIPAA”),

the Gramm-Leach-Bliley Act, state privacy and data security laws, state social security number protection laws, state data breach notification

laws, state consumer protection laws, the GDPR (and any European Union member states’ laws and regulations implementing the GDPR),

the Canadian Personal Information Protection and Electronic Documents Act, India’s Information Technology Act, Japan’s Act

on the Protection of Personal Information, Hong Kong’s Personal Data (Privacy) Ordinance, and Australia’s Privacy Amendment

(Private Sector) Act 2000, as amended by the Privacy Amendment (Enhancing Privacy Protection) Act 2012, the Saudi Arabia Personal Data

Protection Law, and other applicable data protection laws of the jurisdictions in which the Company or the Company Subsidiaries operate

or which are applicable to their respective businesses.

“Intellectual Property”

means all technology and intellectual property or other proprietary rights, whether statutory, common law or otherwise, in any jurisdiction

throughout the world,

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including all: (a) inventions,

invention disclosures, discoveries, improvements, patents and patent applications; (b) trademarks, service marks, trade dress, logos,

slogans, brand names, trade names, Internet domain names and corporate names (whether or not registered), social media handles and other

identifiers and indicia of origin, and all applications and registrations in connection therewith; (c) all works of authorship and

copyrights (whether or not published), and all applications and registrations in connection therewith, including audiovisual works, collective

works, computer programs, compilations, databases, derivative works, literary works, mask works, and sound recordings; (d) Software

and intellectual property rights in Software; (e) mask works and industrial designs, and all applications and registrations in connection

therewith; (f) trade secrets and other intellectual property rights in confidential and proprietary information (including inventions,

ideas, research and development information, know-how, formulas, compositions, manufacturing and production processes and techniques,

technical data, designs, drawings, schematics, specifications, research records, test information, financial, marketing and business data,

customer and supplier lists, algorithms and information, pricing and cost information, business and marketing plans and proposals, and

databases and compilations, including any and all data and collections of data); (g) renewals, extensions, combinations, statutory invention

registrations, provisionals, continuations, continuations-in-part, reexaminations, divisions or reissues of any of the foregoing; and

(h) rights of attribution and integrity and other moral rights of an author.

“In-the-Money Company

Option” means each Company Option with a per share exercise price that is less than the amount of the Per Share Merger Consideration.

“IRS” means

the U.S. Internal Revenue Service.

“Joint Defense Agreement”

means the Joint Defense Agreement, dated as of September 19, 2026, between Davis Polk & Wardwell LLP and Wachtell, Lipton, Rosen &

Katz, on behalf of the Company and Parent, respectively.

“Knowledge”

will be deemed to be, as the case may be, the actual knowledge of (a) the individuals set forth on ‎Section 1.1(a)

of the Parent Disclosure Letter with respect to Parent or Merger Sub or (b) the individuals set forth on ‎Section 1.1(a)

of the Company Disclosure Letter with respect to the Company, in each case after reasonable inquiry of those employees of such Party and

its Subsidiaries who would reasonably be expected to have actual knowledge of the matter in question.

“Law” means

any law (including common law), statute, requirement, code, rule, regulation, order, ordinance, judgment or decree or other pronouncement

of any Governmental Entity.

“Lien”

means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, conditional or installment sale agreement, encumbrance,

covenant, charge, claim, option, right of first refusal, easement, right of way, encroachment, occupancy right, preemptive right, community

property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer

of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any

asset), whether voluntarily incurred or arising by operation of Law.

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“Multiemployer Plan”

means any “multiemployer plan” within the meaning of Section 3(37) of ERISA or any plan that has two (2) or more contributing

sponsors at least two (2) of whom are not under common control within the meaning of Section 4063 of ERISA.

“Nasdaq”

means The Nasdaq Stock Market LLC.

“National Security

Laws” means the National Industrial Security Program Operating Manual (“NISPOM”), 32 C.F.R. Part 117, and

any supplements, amendments, or revised editions thereof.

“Net Share”

means, with respect to a Company Option, the quotient obtained by dividing (a) the product of (i) the excess, if any, of the Per Share

Merger Consideration over the per share exercise price of such Company Option, multiplied by (ii) the number of shares of Class

A Common Stock subject to such Company Option immediately prior to the Effective Time, by (b) the Per Share Merger Consideration.

“NYSE”

means the New York Stock Exchange.

“Open Source License”

means any license that is approved by the Open Source Initiative and listed at http://www.opensource.org/licenses or the Free Software

Foundation and listed at https://www.gnu.org/licenses/license-list.en.html, and any similar license for “free,” “publicly

available” or “open source” software, including the Affero General Public License, Server Side Public License (SSPL),

GNU General Public License, the Lesser GNU General Public License, the Apache License, the BSD License, Mozilla Public License (MPL),

the MIT License or any other license that otherwise requires, as a condition of use, modification, distribution, or making available of

the Software or other technology licensed thereunder, that other Software or other technology incorporated into, derived from, distributed,

or made available with, such Software or other technology (a) be, in the case of Software, disclosed or distributed in Source Code

form, (b) be licensed for purposes of preparing derivative works, (c) be licensed under terms that allow Company Products or portions

thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled, or (d) be redistributed at no or de

minimis charge.

“Ordinary Course

License” means standard non-exclusive licenses contained in: (a) customer subscription, terms of use or terms of service,

license or other service or similar agreements, in each case, with respect to Company Products; (b) confidentiality and invention assignment

agreements entered into in the ordinary course of business consistent with past practice; (c) end-user license agreements granted to the

Company or Company Subsidiaries for their use of Software or information technology services on standard terms that are generally commercially

available; or (d) agreements based on a form used by the Company or Company Subsidiary that has been made available to Parent (other than

stand-alone licenses, covenants not to assert, releases, agreements not to enforce or prosecute, or other immunities or similar rights

with respect to patents or trademarks), including each form of (i) distributor, reseller, or sales representatives agreement, (ii) agreement

with employees and independent contractors, and (iii) vendor, professional services, outsourced development, consulting, support

or maintenance agreement, in each case of the foregoing clauses (a) through (d), that are granted in the ordinary course

of business consistent with past practice.

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“Parent Common Stock”

means shares of common stock, par value $0.001 per share, of Parent.

“Parent Material

Adverse Effect” means any Effect that prevents, materially impairs or materially delays, or has a material adverse effect on,

the ability of Parent or Merger Sub to consummate the Transactions by the Outside Date.

“Parent Subsidiaries”

means the Subsidiaries of Parent.

“Parent Trading Price”

means the volume weighted average closing sale price of one (1) share of Parent Common Stock as reported on NYSE for the twenty (20) consecutive

trading days ending on the trading day immediately preceding the Closing Date (as adjusted as appropriate to reflect any stock splits,

stock dividends, combinations, reorganizations, reclassifications or similar events).

“PCI DSS”

means the Payment Card Industry Data Security Standard, issued by the Payment Card Industry Security Standards Council, as may be revised

from time to time.

“Permitted Liens”

means any Lien (i) for Taxes or governmental assessments, charges or claims of payment not yet due or that is being contested in

good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) which is

a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Lien arising by operation

of Law in the ordinary course of business for amounts not yet delinquent or that are being contested in good faith by appropriate proceedings;

(iii) is specifically disclosed on the most recent consolidated balance sheet of the Company or the notes thereto included in the

Company SEC Documents as of the date hereof as securing indebtedness or liabilities reflected in the most recent consolidated balance

sheet of the Company or the notes thereto included in the Company SEC Documents as of the date hereof; (iv) which is a statutory,

contractual or common law Lien to secure landlords, lessors or renters under leases or rental agreements; (v) which encumbers or

is imposed on the underlying fee interest in real property subject to a real property lease; (vi) that arises as a result of a non-exclusive

license or other non-exclusive grant of rights under Intellectual Property in the ordinary course of business consistent with past practice;

(vii) that arises from pledges or deposits to secure obligations pursuant to workers’ compensation Laws, unemployment insurance,

social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, in each case in the

ordinary course of business consistent with past practice; (viii) for a matter (1) of record, defect, imperfection, irregularity in title,

charge, encumbrance, easement, covenant, condition, restriction, easement, right of way, zoning, building, entitlement or other similar

restriction or other Lien, (2) that would be shown by a current, accurate survey or a physical inspection of real property, in each case,

that do not adversely affect in any material respect the current use or value of the applicable property owned, leased, used or held for

use by the Company or any Company Subsidiary; and (ix) is a pledge or deposit to secure performance of bids, trade contracts, leases,

surety and appeal bonds, performance bonds and other obligations of a similar nature that, in each case, is not material and is incurred

in the ordinary course of business consistent with past practice.

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“Person”

means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated

association, joint venture, Governmental Entity or other entity or organization.

“Personal Data”

means any and all information that can reasonably be associated with an individual natural person or household, including information

that identifies or could be used to identify, alone or in combination with other information, an individual natural person or household,

including name, physical address, telephone number, email address, financial account number, passwords or PINs, device identifier or unique

identification number, government-issued identifier (including Social Security number and driver’s license number), medical, health

or insurance information, gender, date of birth, educational or employment information, religious or political views or affiliations and

marital or other status (to the extent any of these data elements can reasonably be associated with an individual natural person or household

or is linked to any such data element that can reasonably be associated with an individual natural person or household). Personal

Data also includes any information not listed above if such information is defined as “personal data,” “personally identifiable

information,” “individually identifiable health information,” “protected health information” or “personal

information” under any applicable Law and is regulated by such Law.

“Privacy Statements”

means, collectively, all of the Company’s and the Company Subsidiaries’ (a) internal privacy policies and notices, and (b)

publicly posted privacy policies and notices (including if posted on the Company’s or the Company Subsidiaries’ products and

services), in each case regarding the collection, use, disclosure, transfer, storage, maintenance, retention, deletion, disposal, modification

or processing of Protected Information.

“Proceedings”

means all legal, civil, criminal, administrative, regulatory, arbitral, mediatory, enforcement, civil penalty, alternative dispute resolution,

examination, debarment, seizure or other actions, suits, charges, complaints, subpoenas, prosecutions, assessments, claims, hearings,

arbitrations, litigations, mediations, audits, inquiries, investigations, examinations or other similar proceedings, in each case, by

or before any Governmental Entity.

“Protected Information”

means (a) Personal Data, (b) any information that is governed, regulated or protected

by one or more Information Privacy and Security Laws, (c) any information that is covered by the PCI DSS, (d) any proprietary or confidential

information and (e) any information, the use or other processing of which is covered by Contract.

“Regulatory Laws”

means any applicable supranational, national, federal, state, county, local or foreign antitrust, competition, trade regulation, or foreign

investment Laws that are designed or intended to prohibit, restrict or regulate (a) actions having the purpose or effect of monopolization

or restraint of trade or lessening competition through merger or acquisition, including the HSR Act, the Sherman Act, the Clayton Act

and the Federal Trade Commission Act, in each case, as amended, and other similar antitrust, competition or trade regulation laws of any

jurisdiction other than the United States (collectively, “Antitrust Laws”) or (b) investments by entities that are

deemed a foreign entity for purposes of any applicable law or regulation.

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“Representatives”

means, when used with respect to any Person, the directors, officers, employees, consultants, financial advisors, accountants, legal counsel,

investment bankers and other agents, advisors and representatives of such Person and its Subsidiaries.

“SEC” means

the United States Securities and Exchange Commission.

“Securities Act”

means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Software”

means any and all (a) computer programs, including any and all software, firmware, and middleware, including all software implementations

of algorithms, application programming interfaces (APIs), software development kits (SDKs), connectors, models, embeddings, vector databases

and methodologies, whether in Source Code, object code or other form; (b) data, databases, datasets and other compilations or collections

of data or information, whether machine readable or otherwise; (c) descriptions, flow-charts and other work product used to design,

plan, organize and develop any of the foregoing; and (d) all user documentation, including user manuals and training materials, relating

to any of the foregoing.

“Source Code”

means Software code, in form other than object code or machine readable form, including related programmer comments and annotations, help

text, data and data structures, instructions and procedural, object-oriented and other code, which may be printed out or displayed in

human readable form.

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership or other organization, whether incorporated

or unincorporated, of which (a) at least a majority of the outstanding shares of capital stock, or other equity interests, having

by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect

to such corporation, limited liability company, partnership or other organization is directly or indirectly owned or controlled by such

Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, or (b) with respect to a

partnership, such Person or any other Subsidiary of such Person is a general partner or managing member of such partnership.

“Superior Proposal”

means a bona fide, unsolicited written Acquisition Proposal (with references in the definition thereof to fifteen percent (15%) and eighty-five

percent (85%) being deemed to be replaced with references to eighty percent (80%) and twenty percent (20%), respectively) that was made

by a third party, which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal

counsel and financial advisors to be more favorable to the Company Stockholders from a financial point of view than the Merger, taking

into account all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration,

conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and this Agreement (and, if

applicable, any changes to the terms of this Agreement proposed by Parent pursuant to ‎Section 5.2)).

“Takeover Statute”

means any “business combination,” “control share acquisition,” “fair price,” “moratorium”

or other takeover or anti-takeover statute or similar Law.

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“Tax”

or “Taxes” means any and all U.S. federal, state, local and non-U.S. taxes of any kind imposed by any

Governmental Entity, including income, franchise, windfall or other profits, gross receipts, property, sales, use, net worth,

capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, withholding, ad

valorem, stamp, transfer, value added, occupation, environmental, customs duty, disability, real property, personal property,

registration, alternative or add on minimum, or estimated tax, including any interest, penalty, additions to tax and any additional

amounts imposed with respect thereto, whether disputed or not.

“Tax Return”

means any report, return, claim for refund, estimated Tax filing, information return or similar filing filed or required to be filed with

any Governmental Entity with respect to Taxes, including any schedule or attachment thereto, and including any amendments or supplements

thereof.

“Training Data”

means any data, datasets or databases processed or otherwise used to develop, train, fine-tune, evaluate, validate, test or improve an

AI System.

“Treasury Regulations”

means the U.S. Treasury regulations promulgated under the Code.

Terms Defined Elsewhere.

The following terms are defined elsewhere in this Agreement, as indicated below:

401(k) Termination Date

‎Section 6.7(c)

Acquisition Proposal

‎Section 8.2(b)(ii)

Adjusted RSU

‎Section 2.3(d)

Agreement

Preamble

Antitrust Laws

Definition of Regulatory Laws

Base Amount

‎Section 6.4(c)

BIS

‎Section 3.9(g)

Book-Entry Share

‎Section 2.1(a)(i)

Burdensome Condition

‎Section 6.2(a)

Cancelled Shares

‎Section 2.1(a)(ii)

Certificate

‎Section 2.1(a)(i)

Certificate of Merger

‎Section 1.4

Change of Recommendation

‎Section 5.2(a)

Class A Common Stock

‎Section 2.1(a)(i)

Closing

‎Section 1.3

Closing Date

‎Section 1.3

Company

Preamble

Company Acquisition Agreement

‎Section 5.2(a)

Company Benefit Plan

‎Section 3.10(a)

Company Board of Directors

Recitals

Company Board Recommendation

Recitals

Company Capitalization Date

‎Section 3.2(a)

Company Disclosure Letter

‎Article III

Company Lease

‎Section 3.16(b)

Company Permits

‎Section 3.9(b)

A-12

Company Preferred Stock

‎Section 3.2(a)

Company Registered Intellectual Property

‎Section 3.14(a)

Company SEC Documents

‎Section 3.5(a)

Company Stockholder Approval

‎Section 3.3(b)

Company Stockholders

Recitals

Company Stockholders Meeting

‎Section 5.3(b)

Company Support Parties

Recitals

Continuing Employees

‎Section 6.7(a)

Converted Shares

‎Section 2.1(a)(ii)

Current ESPP Offering Periods

‎Section 2.3(g)

DGCL

Recitals

Dissenting Shares

‎Section 2.1(b)

DOJ

‎Section 6.2(b)

Effective Time

‎Section 1.4

Enforceability Limitations

‎Section 3.3(d)

FCPA

Definition of Anti-Corruption Law

Fraud

‎Section 8.2(a)

FTC

‎Section 6.2(b)

GAAP

‎Section 3.5(b)

HIPAA

Definition of Information Privacy and Security Laws

Indemnified Parties

‎Section 6.4(a)

Intervening Event

‎Section 5.2(d)

IP Contracts

‎Section 3.14(h)

Leased Real Property

‎Section 3.16(b)

Material Contract

‎Section 3.17(a)

Material Customer

‎Section 3.19(a)

Material Customer Agreement

‎Section 3.19(a)

Material Reseller

‎Section 3.19(c)

Material Reseller Agreement

‎Section 3.19(c)

Material Supplier

‎Section 3.19(b)

Material Supplier Agreement

‎Section 3.19(b)

Merger

Recitals

Merger Sub

Preamble

Minority Investment Entities

‎Section 3.2(f)

New Plans

‎Section 6.7(b)

NISPOM

Definition of National Security Laws

Notice Period

Section 8.2(b)(i)

OFAC

‎Section 3.9(e)

Old Plans

‎Section 6.7(b)

Outside Date

‎Section 8.1(d)

Parent

Preamble

Parent Disclosure Letter

‎Article IV

Parent Notice

Section 8.2(b)(i)

Parties.

Preamble

Party

Preamble

Paying Agent

‎Section 2.2(a)

A-13

Payment Fund

‎Section 2.2(a)

Payoff Letter

Section 6.14

Per Share Merger Consideration

‎Section 2.1(a)(i)

person

‎Section 5.2(a)

Proxy Statement

‎Section 5.3(a)

Qatalyst Partners

Section 3.22

Regulatory Termination Fee

‎Section 8.2(b)(i)

Restricted Parties

‎Section 3.9(f)

Sarbanes-Oxley Act

‎Section 3.5(a)

Specified Indebtedness

‎Section 6.14

Specified Indebtedness Termination

‎Section 6.14

Surviving Corporation

‎Section 1.1

Surviving Corporation Stock

‎Section 2.1(a)(ii)

Termination Fee

‎Section 8.2(b)(ii)

Transactions

Recitals

Voting Agreement

Recitals

WARN Act

‎Section 3.11(b)

willful breach

‎Section 8.2(a)

A-14

Annex B

Form of Voting and Support Agreement

B-1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp254600_ex9901.htm · Sequence: 3

Exhibit 99.1

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT

is entered into as of October 19, 2026 (this “Agreement”), by and among Salesforce, Inc., a Delaware corporation (“Parent”),

and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Parent

and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, Parent, Braze, Inc.,

a Delaware corporation (the “Company”), and Banff Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary

of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger dated as of the date hereof (as it may

be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, at the

Effective Time under the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the

Company being the surviving corporation in the Merger (the “Surviving Corporation”) upon the terms and subject to the

conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law of the State

of Delaware (the “DGCL”);

WHEREAS, as of the date hereof,

each Stockholder is the record and beneficial owner of such number of shares of each class of capital stock of the Company as set forth

opposite such Stockholder’s name on Schedule A hereto (the “Existing Shares”);

WHEREAS, the board of directors

of the Company (the “Board”) has (i) unanimously adopted the Merger Agreement and approved the transactions contemplated

thereby, including the Merger, and (ii) the Board has taken all action necessary to render inapplicable to the Merger Agreement and transactions

contemplated thereby (including, for the avoidance of doubt, this Agreement) Section 203 of the DGCL and any similar provisions in

the Company Governing Documents or any other Takeover Statute; and

WHEREAS, as a condition to

the willingness of Parent and Merger Sub to enter into the Merger Agreement and incur the obligations set forth therein, and as an inducement

and in consideration for Parent and Merger Sub to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement

concurrently with the execution and delivery of the Merger Agreement, pursuant to which, among other things, each Stockholder is agreeing,

subject to the terms of this Agreement, to vote all of such Stockholder’s Shares in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound

hereby, the Parties agree as follows:

Article I

GENERAL

1.1

Definitions. For the purposes of and under this Agreement, the following capitalized terms shall have the respective

meanings below. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.

(a)

“beneficial ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly,

through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power, which includes the power

to vote, or to direct the voting of, such security, and/or (ii) investment power, which includes the power to dispose, or to direct the

disposition, of such security, and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined

in Rule 13d-3 under the Exchange Act and the rules and regulations of the SEC thereunder; provided that for purposes of determining

beneficial ownership, a Person shall be deemed to be the beneficial owner of any securities that may be acquired by such Person pursuant

to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise

(irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including

the passage of time in excess of sixty (60) days, the satisfaction of any conditions, the occurrence of any event or any combination of

the foregoing). For purposes of this Agreement, a Person shall be deemed to beneficially own any securities beneficially owned

by its Affiliates or any Group of which such Person or any such Affiliate is or becomes a member or is otherwise acting in concert. For

the avoidance of doubt, beneficially own and beneficial ownership shall also include record ownership of securities. The terms “beneficially

own,” “beneficially owned” and “beneficial owner” shall each have a correlative meaning.

(b)

“Shares” means, with respect to each Stockholder, (1) such Stockholder’s Existing Shares and (2) any shares

of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) or other voting capital

stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or other voting

capital stock of the Company, in each case that such Stockholder, directly or indirectly, has or acquires beneficial ownership of on or

after the date hereof.

Article II

AGREEMENT TO VOTE

2.1

Agreement to Vote.

(a) Each

Stockholder hereby irrevocably and unconditionally agrees that during the period beginning on the date hereof and ending on the

Termination Date, it shall, at any meeting of the stockholders of the Company (whether annual or special and whether or not an

adjourned or postponed meeting, including the Company Stockholders Meeting), however called (the date of the taking of any such

action being an applicable “Determination Date”), in each case to the fullest extent that such

Stockholder’s Shares are entitled to vote thereon, appear at

such meeting or otherwise cause such Stockholder’s Shares to be counted as present thereat for purposes of establishing a quorum;

and

(i) vote, or cause to be voted at such meeting, in person or by proxy, all of such Stockholder’s Shares:

(A) in favor of the approval and adoption of (1) the Merger Agreement and the transactions contemplated by

the Merger Agreement, including the Merger, and (2) any related proposal in furtherance thereof, including in favor of any proposal to

adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters are submitted

for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of such matters on the date

on which the meeting is held; and

(B) against (1) any Acquisition Proposal or any related action or proposal in furtherance thereof; (2) any

action or agreement that is in opposition to the Merger or that would reasonably be expected to result in a breach of any covenant, representation

or warranty of the Company or any of its Subsidiaries contained in the Merger Agreement, or of the Stockholder contained in this Agreement;

and (3) any other action that would reasonably be expected to impede, interfere with, delay, postpone, frustrate the purposes of, or adversely

affect the transactions contemplated by the Merger Agreement, including the Merger, or this Agreement or the performance by the Company

of its obligations under the Merger Agreement.

(b)

The obligations of each Stockholder in this Section 2.1 shall apply whether or not the Merger or any action above is

recommended by the Board (or any committee thereof).

(c)

Any vote required to be cast pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable

procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote. Any

attempt by a Stockholder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of) such Stockholder’s

Shares in contravention of this Section 2.1 shall be null and void ab initio. If a Stockholder is the beneficial

owner, but not the holder of record, of any Shares, such Stockholder agrees to take all actions necessary to cause the holder of record

and any nominees to vote all of such Shares in accordance with this Section 2.1. To the extent a Stockholder does

not fully control the determinations of such stockholder entity, such Stockholder agrees to exercise all voting or other rights it has

in such entity to carry out the intent and purposes of the support and voting obligations in this Section 2.1 or otherwise

set forth in this Agreement. For the avoidance of doubt, the foregoing commitments apply to any Shares held by any trust, limited

partnership or other entity holding Shares over which the applicable Stockholder exercises direct or indirect voting control.

(d)

Nothing in this Agreement shall obligate any Stockholder to exercise any option or any other right to acquire any shares of Class

A Common Stock.

Article III

ADDITIONAL AGREEMENTS

3.1

Waiver of Appraisal Rights and Certain Other Actions; Litigation. To the fullest extent permitted by Law, each

Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262

of the DGCL), any dissenters’ rights and any similar rights relating to the Merger that such Stockholder may have, directly or indirectly,

by virtue of the ownership of any Shares, or may acquire in connection with the Merger. Each Stockholder further agrees not

to commence, join in, facilitate, assist or knowingly encourage, and agrees to take all actions necessary to opt out of any class in any

class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub or the Company or any of their respective

affiliates and each of their successors, directors, managers or officers relating to the negotiation, execution or delivery of this Agreement

or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any claim (a) challenging the

validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim

seeking to enjoy or delay the closing of the Merger) or (b) alleging a breach of any duty of the Board or any Stockholder in connection

with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim

or rights whatsoever with respect to any of the foregoing.

3.2

No Inconsistent Arrangements; No Transfer.

(a)

Each Stockholder represents, covenants and agrees that, except for this Agreement, such Stockholder (i) has not entered into,

and shall not enter into at any time prior to the Termination Date, any voting agreement, voting trust or similar arrangement or understanding

with respect to such Stockholder’s Shares, (ii) has not granted, and shall not grant at any time prior to the Termination Date,

a proxy, consent or power of attorney with respect to such Stockholder’s Shares, (iii) has not taken, and shall not take at

any time while this Agreement remains in effect, any action that would, or would reasonably be expected to, (A) make any representation

or warranty of such Stockholder contained herein untrue or incorrect, (B) violate or conflict with such Stockholder’s covenants

and obligations under this Agreement, (C) otherwise have the effect of preventing, impairing or materially delaying such Stockholder

from performing any of its obligations under this Agreement or (D) have the effect of preventing, impairing or materially delaying the

Merger or the other transactions contemplated by the Merger Agreement or the performance by the Company of its obligations under the Merger

Agreement.

(b)

Except as provided hereunder, from and after the date hereof and until the Termination Date, each Stockholder shall not, directly

or indirectly: (i) create or permit to exist any Encumbrances, other than Permitted Encumbrances, on such Stockholder’s

Shares; (ii) transfer, sell, short sell, assign, tender, exchange, encumber, gift, hedge, distribute, pledge or otherwise dispose

of (by merger, by testamentary disposition, by operation of Law or otherwise), or grant a proxy with respect to, such Stockholder’s

Shares, beneficial ownership thereof or any other interest therein, or enter into any derivative arrangement (collectively, “Transfer”)

with respect to such Stockholder’s Shares, or any right or interest therein (or offer to do or

consent to any of the foregoing); (iii) enter into or acquire any Contract with respect to such Stockholder’s Shares or any

legal or beneficial interest therein, including any

derivative contract, any futures

or forward contract to deliver such Stockholder’s Shares or any other hedging or other derivative, swap, “put-call,”

margin, securities lending or other transaction that has or reasonably would be expected to have the effect of changing, limiting, arbitraging

or reallocating the economic benefits and risks of ownership of such Stockholder’s Shares; (iv) grant or permit the grant of

any proxy, power-of-attorney or other authorization or consent in or with respect to such Stockholder’s Shares; or (v) deposit

or permit the deposit of such Stockholder’s Shares into a voting trust or enter into a voting agreement or arrangement with respect

to such Stockholder’s Shares. Any action taken in violation of the immediately preceding sentence shall be null and void

ab initio. Notwithstanding the foregoing, each Stockholder may Transfer such Stockholder’s Shares (A) in connection

with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise, vesting and/or

settlement of any Company Option, Company RSU or Company PSU, (B) pursuant to a Rule 10b5-1 trading plan in effect as of the date hereof,

or (C) if such Stockholder is the Chief Executive Officer of the Company as of the date hereof, (1) in sales or transfers of up to 210,530

Shares in the aggregate and (2) in transfers of up to 210,530 Shares in the aggregate to a charitable remainder trust (any such Transfer

or any Transfer with Parent’s prior written consent, a “Permitted Transfer”), provided that any Transfer

of Shares pursuant to clauses (A), (B) and (C), in the aggregate (taking into account all Transfers of Shares pursuant to this clause

by any Stockholder from and after the date of this Agreement), will not, and would not reasonably be expected to, exceed one and one-half

percent (1.5%) of the total voting power of the outstanding shares of Class A Common Stock as of immediately prior to the applicable Determination

Date. If any involuntary Transfer of such Stockholder’s Shares in the Company shall occur (including, but not limited

to, a sale by any Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the

transferee (including any transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to

all of the terms of this Agreement applicable to the initial Stockholder of such Shares.

3.3

Adjustments. In the event of any stock split (including a reverse stock split), stock dividend, merger, reorganization,

recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting such Stockholder’s

Shares, the terms of this Agreement shall apply to the resulting securities.

3.4

No Shop Obligations of the Stockholders.

(a)

Subject to Section 5.14 and from the date hereof until the Termination Date, each Stockholder shall not, and shall

cause its affiliates and its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly

encourage or facilitate (including by way of providing information or taking any other action) any inquiry, proposal or offer, or the

making, submission or announcement of any inquiry, proposal or offer which constitutes or would reasonably be expected to lead to an Acquisition

Proposal, (ii) participate in any negotiations regarding, or furnish to any person any information relating to, the Company or any

Company Subsidiary in connection with an actual or potential Acquisition Proposal, (iii) otherwise cooperate with or assist or participate

in, or facilitate, any such inquiries, proposals, offers, discussions or negotiations, (iv) encourage or recommend any other holder of

Class A Common Stock to not adopt the Merger Agreement or approve the transactions contemplated by the Merger Agreement, including the

Merger, (v) support, recommend, endorse, authorize or approve, or propose to support, recommend,

endorse, authorize or approve, any Acquisition Proposal or enter into any

Company Acquisition Agreement

or (vi) resolve or agree to do any of the foregoing. Each Stockholder shall, and shall cause its affiliates and its and their

respective Representatives to, immediately cease any and all solicitation, encouragement, discussion or negotiation with any Person or

groups or provision of any information to any persons (other than Parent, its Subsidiaries, and their respective Representatives acting

on their behalf) with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition

Proposal. Notwithstanding the foregoing, each Stockholder, its affiliates and its and their respective Representatives may engage in such

activities to the extent that the Company is permitted to engage in such activities pursuant to the terms of the Merger Agreement, but

only if such Stockholder and its affiliates and its and their respective Representatives each comply with the terms of the Merger Agreement

as if it were the Company.

(b)

From and after the date hereof until the Effective Time, each Stockholder shall promptly (and in any event within twenty-four (24)

hours) (i) notify Parent of (A) any Acquisition Proposal it receives in its capacity as a stockholder of the Company, (B) any proposals

or inquiries it receives in its capacity as a stockholder of the Company that would reasonably be expected to lead to an Acquisition Proposal

and (C) any inquiry or request it receives in its capacity as a stockholder of the Company for information relating to the Company or

any Company Subsidiary by any person who has made or would reasonably be expected to make any Acquisition Proposal, (ii) if such Acquisition

Proposal, request or inquiry is in writing, deliver to Parent a copy of such Acquisition Proposal, request or inquiry and any related

draft agreements and other written materials setting forth the terms and conditions of such Acquisition Proposal, request or inquiry,

and (iii) if such Acquisition Proposal, request or inquiry is oral, provide to Parent a reasonably detailed summary thereof. Such

notice shall indicate the identity of the Person making such Acquisition Proposal, inquiry, proposal or request. Without limiting

any Stockholder’s other obligations hereunder, each Stockholder shall keep Parent reasonably informed on a prompt and timely basis

of the status and material details of any such Acquisition Proposal and with respect to any material change to the terms of any such Acquisition

Proposal within twenty-four (24) hours of any such material change.

Article IV

REPRESENTATIONS AND WARRANTIES

4.1

Representations and Warranties of Each Stockholder. Each Stockholder hereby represents and warrants to Parent,

as to such Stockholder with respect to his, her or its own account and with respect to its Shares, on a several basis, that:

(a)

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized

and validly existing in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated

or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have

been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has all requisite entity power

and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such

Stockholder is an individual, such Stockholder has all requisite legal capacity, right and authority to execute and deliver this Agreement

and to perform such Stockholder’s obligations hereunder. This

Agreement has been duly and validly executed and delivered by such Stockholder and,

assuming the due authorization,

execution and delivery by Parent constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder

in accordance with its terms, subject to the Enforceability Limitations. If such Stockholder is an individual and is married,

and such Stockholder’s Shares constitute community property or otherwise need spousal or other approval for this Agreement to be

legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s spouse and, assuming

the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Stockholder’s

spouse, enforceable against such Stockholder’s spouse in accordance with its terms, subject to the Enforceability Limitations.

(b)

Non-Contravention. Neither the execution and delivery of this Agreement by such Stockholder (and if applicable,

such Stockholder’s spouse) nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder (and

if applicable, such Stockholder’s spouse) with any provisions herein will (a) violate, contravene or conflict with or result

in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder,

(b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the

part of such Stockholder (and if applicable, such Stockholder’s spouse), except for compliance with the applicable requirements

of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated

thereunder, (c) violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or

result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any

event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under

any of the terms, conditions or provisions of any Contract to which such Stockholder (and if applicable, such Stockholder’s spouse)

is a party or by which such Stockholder (and if applicable, such Stockholder’s spouse) or such Stockholder’s Shares may be

bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of

any Lien (other than Permitted Liens) on any asset of such Stockholder (and if applicable, such Stockholder’s spouse) (other than

one created by Parent or Merger Sub) or (e) violate any Law applicable to such Stockholder (and if applicable, such Stockholder’s

spouse) or by which such Stockholder’s Shares are bound, except, in the case of each of clauses (c), (d) and (e), as would not reasonably

be expected to prevent or materially delay or impair the consummation by such Stockholder of the transactions contemplated by this Agreement

or otherwise materially impair such Stockholder’s ability to perform its obligations hereunder.

(c)

Ownership of Shares; Total Shares. Such Stockholder is the record and beneficial owner of all of the Existing

Shares and has good and marketable title to all of the Existing Shares free and clear of any Liens, claims, proxies, voting trusts or

agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or

exercise of any rights of a stockholder in respect of such Existing Shares (collectively, “Encumbrances”), except for

any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under

the Securities Act or any state securities law, (iii) the Company Governing Documents, and (iv) any applicable Company Equity Plan or

agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”).

(d)

The Existing Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Class A

Common Stock, Company Options, Company RSUs and Company PSUs, and any other securities of the Company beneficially owned by such Stockholder

as of the date hereof.

(e)

Voting Power. Such Stockholder has full voting power with respect to all of such Stockholder’s Shares (to

the extent such Shares have voting rights), and full power of disposition with respect to such Shares to the extent they consist of vested

shares of Class A Common Stock, full power to issue instructions with respect to the matters set forth herein and full power to agree

to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Shares.

(f)

Absence of Other Voting Agreements. (i) None of such Stockholder’s Shares is or will be subject to any

voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of such Shares, in each case, that is inconsistent

with this Agreement and (ii) none of such Stockholder’s Shares is subject to any pledge agreement pursuant to which such Stockholder

does not retain sole and exclusive voting rights with respect to such Shares subject to such pledge agreement at least until the occurrence

of an event of default under the related debt instrument.

(g)

Absence of Litigation. With respect to such Stockholder, as of the date hereof, there is no Proceeding pending

against (i) such Stockholder, or, to the knowledge of such Stockholder, threatened against such Stockholder or its affiliates or (ii)

any of such Stockholder’s properties or assets (including any of such Stockholder’s Shares), in each case, that would reasonably

be expected to restrict, prevent, materially delay or impair the performance by such Stockholder of its obligations under this Agreement.

(h)

Reliance by Parent and Merger Sub. Such Stockholder understands and acknowledges that Parent and Merger Sub are

entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations

and warranties of such Stockholder contained herein. Such Stockholder understands and acknowledges that the Merger Agreement

governs the terms of the Merger and the other transactions contemplated thereby.

4.2

Representations and Warranties of Parent. Parent hereby represents and warrants to each Stockholder as follows:

(a)

Organization and Qualification. Parent is a duly organized and validly existing corporation in good standing

under the Laws of the jurisdiction of its organization. All of the issued and outstanding capital stock of Merger Sub is owned

directly or indirectly by Parent.

(b)

Authority for this Agreement. Parent has all requisite entity power and authority to execute, deliver and perform

its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of

this Agreement by Parent have been duly and validly authorized by all necessary entity action on the part of Parent, and no other entity

proceedings on the part of Parent are necessary to authorize this Agreement. This Agreement has been duly and validly executed

and delivered by Parent and, assuming the due

authorization, execution and

delivery by each Stockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with

its terms, subject to the Enforceability Limitations.

Article V

MISCELLANEOUS

5.1

Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered

personally (notice deemed given upon receipt), by electronic mail (notice deemed given upon transmission so long as there is no return

error message or other notification of non-delivery received by the sender; provided that electronic mail received after 6:00 p.m.,

Pacific Time, shall be deemed received on the next day) or sent by a nationally recognized overnight courier service or express delivery

service (notice deemed given upon receipt of proof of delivery), to the Parties at the following addresses (or at such other address for

a Party as shall be specified by like notice):

if to Parent or Merger

Sub, to:

Salesforce, Inc.

415 Mission Street, 3rd Fl

San Francisco, California 94105

Email: [***]

Attention: Chief Legal Officer

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Email: ajnussbaum@wlrk.com

mlu@wlrk.com

Attention: Andrew J. Nussbaum

Meng Lu

if to a Stockholder,

to such Stockholder’s address or email address set forth below:

William Magnuson

[****]

Email: [****]

Attention: William Magnuson

Scintillating Holdings

LLC

[****]

Email: [****]

Attention: William Magnuson

Jonathan Hyman

[****]

Email: [****]

Attention: Jonathan Hyman

Hyman 2026 Charitable

Remainder Trust

[****]

Email: [****]

Attention: Jonathan Hyman

Hyman 2021 GST Descendants

Trust

[****]

Email: [****]

Attention: Kate Hyman

Hyman 2021 GST Family

Trust

[****]

Email: [****]

Attention: Lauren Meyer

Neeraj Agrawal

c/o Battery Ventures One

[****]

Email: [****]

Attention: Neeraj Agrawal

with a copy to:

Davis Polk & Wardwell LLP

900 Middlefield Road

Redwood City, California 94063

Email: paul.scrivano@davispolk.com

cheryl.chan@davispolk.com

Attention: Paul S. Scrivano

Cheryl Chan

5.2

Termination. This Agreement shall terminate automatically with respect to a Stockholder and Parent, without any

notice or other action by any Person, upon the earliest to occur of (a) the valid

termination of the Merger Agreement in accordance with its terms, (b) the Effective Time, (c) the entry without the prior written

consent of such Stockholder into any amendment, waiver or modification to the Merger Agreement that results in a decrease in the Merger

Consideration or changes the mix of Merger Consideration or (d) the delivery of written notice by Parent to such Stockholder of termination

of this Agreement, and upon the occurrence of the earliest of such events this Agreement shall terminate and be of no further force (the

date of termination, the “Termination Date”). Upon termination of this Agreement with respect to a Stockholder

and Parent, neither such Stockholder nor Parent shall have any further obligations or liabilities under this Agreement; provided, however,

that (i) nothing set forth in this Section 5.2 shall relieve any Party from liability for any breach of this Agreement

prior to termination hereof or relieve or otherwise limit the liability of any Party for Fraud or any willful breach (as defined in the

Merger Agreement) of this Agreement prior to termination hereof, and (ii) the provisions of this Article V shall survive

any termination of this Agreement.

5.3

Amendments and Waivers.

(a)

Subject to applicable Law and except as otherwise provided in this Agreement, this Agreement may be amended, modified and supplemented

by written agreement of each of the Parties.

(b)

At any time and from time to time prior to the Effective Time, each Party may, to the extent legally allowed and except as otherwise

set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other Party, as applicable,

(ii) waive any inaccuracies in the representations and warranties made by the other Party contained herein or in any document delivered

pursuant hereto and (iii) waive compliance with any of the agreements or conditions for their respective benefit contained herein. Any

agreement on the part of Parent or any Stockholder to any such extension or waiver shall be valid only if set forth in an instrument in

writing signed on behalf of Parent or such Stockholder, as applicable. No failure or delay by Parent or a Stockholder in exercising

any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise

of any other right hereunder.

5.4

Entire Agreement; Third-Party Beneficiaries. This Agreement and the other documents and certificates delivered

pursuant hereto constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the

Parties with respect to the subject matter of this Agreement. Nothing in this Agreement, express or implied, is intended to

confer upon any Person other than the Parties any rights or remedies hereunder or thereunder.

5.5

Enforcement; Remedies. The Parties agree that irreparable damage would occur and that the Parent and Merger Sub

would not have any adequate remedy at law in the event that any Stockholder did not perform any of the provisions of this Agreement in

accordance with their specific terms or otherwise breached any such provisions. It is accordingly agreed that Parent and Merger

Sub shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and

provisions of this Agreement in addition to any other remedy to which they are entitled

at law or in equity. Any and all remedies herein expressly conferred upon Parent and Merger Sub will be deemed cumulative with

and not exclusive of any

other remedy conferred hereby,

or by Law or equity upon Parent or Merger Sub, and the exercise by Parent or Merger Sub of any one remedy will not preclude the exercise

of any other remedy.

5.6