AGREEMENT AND PLAN OF MERGER between GOOGLE LLC, DUPIN INC. and MANDIANT, INC. Dated March 7, 2022Agreement and Plan of Merger • March 9th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • Delaware
This agreement and plan of merger (this “Agreement”) is dated March 7, 2022, between Google LLC, a Delaware limited liability company (“Parent”), Dupin Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Mandiant, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
CONVERSION, VOTING AND SUPPORT AGREEMENTConversion, Voting and Support Agreement • March 9th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • Delaware
This CONVERSION, Voting and Support Agreement (this “Agreement”) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (“Parent”), each Person listed on Schedule A hereto (each, a “Stockholder”) and, solely for the purposes of Section 1.6, Section 3.1, Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, Exhibit A, ARTICLE V, and ARTICLE VI, Mandiant, Inc., a Delaware corporation (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 9th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (“Parent”), each Person listed on Schedule A hereto (each, a “Stockholder”) and, solely for the purposes of Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, ARTICLE V, and ARTICLE VI, Mandiant, Inc., a Delaware corporation (the “Company”).
