Braze agrees to $47.50-a-share Salesforce acquisition
Completion depends on a Braze stockholder vote, regulatory approvals and other customary closing conditions, with reciprocal termination fees in specified cases.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Braze, Inc. (BRZE) entered into a merger agreement for Salesforce’s proposed acquisition of the company for approximately $5.66 billion in enterprise value. At the merger’s effective time, each outstanding Class A share—other than dissenting, cancelled or converted shares—will entitle its holder to $47.50 in cash per share, without interest. Banff Acquisition Sub will merge into Braze, which will survive as a wholly owned Salesforce subsidiary. Braze’s board unanimously approved the agreement.
The transaction is expected to close in Salesforce’s fiscal year 2028, subject to Braze stockholder approval, required regulatory approvals and other customary closing conditions. Approval requires the affirmative vote of holders of at least a majority of Braze’s outstanding Class A shares. Certain Braze stockholders separately agreed to vote their shares for the merger and against acquisition proposals. In specified termination circumstances, Salesforce would pay Braze a $300 million fee; in other specified circumstances, Braze would pay Salesforce a $191,390,000 fee.
Filing Explained
Certain signatories face deal-period transfer limits and waive appraisal rights while the merger remains subject to shareholder and regulatory approvals.
The merger agreement is signed, but closing remains subject to conditions; separately, signatory stockholders may not sell, transfer or hedge covered shares except for specified permitted transfers while the support agreement remains in force.
Those stockholders also waive appraisal and similar dissenters’ rights relating to the merger, giving up that route if the transaction proceeds.
8-K Event Classification
Key Figures
Key Terms
Effective Time technical
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Outside Date technical
termination fee financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much will Braze shareholders receive in the Salesforce acquisition?
What termination fees apply to the Salesforce-Braze merger?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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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 |
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 | ||
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 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 5.6(b) in the manner provided for notices in Section 5.1. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by applicable Law.
5.7 Waiver of Jury Trial.
(a) 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 MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO 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 5.7.
5.8 Assignment. This Agreement shall not be assigned by any Party (including by operation of law, by merger or otherwise) without the prior written consent of (a) Parent, in the case of an assignment by a Stockholder and (b) each Stockholder, in the case of an assignment by Parent; provided that Parent may assign any of its respective rights and obligations to any direct or indirect Subsidiary of Parent, but no such assignment shall relieve Parent of its obligations hereunder. 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.
5.9 Descriptive Headings. 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.
5.10 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. 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.
5.11 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.
5.12 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. All references herein to a Subsidiary of a Party shall be deemed to include all direct and indirect Subsidiaries of such Party, 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. 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.
5.13 Publicity; Documentation and Information. Each Stockholder agrees that it shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent, except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Each Stockholder consents to and hereby authorizes Parent, Merger Sub and the Company to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Merger or any other transactions contemplated by the Merger Agreement or this Agreement, including, without limitation, any definitive proxy statement (and any amendments or supplements thereto), such Stockholder’s identity and ownership of such Stockholder’s Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent, Merger Sub or the Company may, in Parent’s or the Company’s sole discretion, as applicable, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange.
5.14 Capacity as Stockholder. Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or the failure to take any actions) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent, or be construed to create any obligation on the part of, any director or officer of the Company from taking any action in his or her capacity as such director or officer.
5.15 Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such costs or expenses.
5.16 Further Assurances. Each Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and 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 perform its obligations under this Agreement.
5.17 Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have executed or caused this Agreement to be executed in counterparts, all as of the day and year first above written.
| SALESFORCE, INC. | |||
| By: | /s/ John Somorjai | ||
| Name: | John Somorjai | ||
| Title: | President, Corporate Development and Investments | ||
[Signature Page to Voting and Support Agreement]
| STOCKHOLDER: | ||
| By: | /s/ William Magnuson | |
| Name: | William Magnuson | |
[Signature Page to Voting and Support Agreement]
| SCINTILLATING HOLDINGS LLC: | ||
| By: | /s/ William Magnuson | |
| Name: | William Magnuson | |
| Title: | Member | |
[Signature Page to Voting and Support Agreement]
| STOCKHOLDER: | ||
| By: | /s/ Jonathan Hyman | |
| Name: | Jonathan Hyman | |
[Signature Page to Voting and Support Agreement]
| HYMAN 2026 CHARITABLE REMAINDER TRUST: | ||
| By: | /s/ Jonathan Hyman | |
| Name: | Jonathan Hyman | |
| Title: | Trustee | |
[Signature Page to Voting and Support Agreement]
| HYMAN 2021 GST DESCENDANTS TRUST: | ||
| By: | /s/ Kate Hyman | |
| Name: | Kate Hyman | |
| Title: | Trustee | |
[Signature Page to Voting and Support Agreement]
| JONATHAN HYMAN 2021 GST FAMILY TRUST: | ||
| By: | /s/ Lauren Meyer | |
| Name: | Lauren Meyer | |
| Title: | Trustee | |
[Signature Page to Voting and Support Agreement]
| STOCKHOLDER: | ||
| By: | /s/ Neeraj Agrawal | |
| Name: | Neeraj Agrawal | |
[Signature Page to Voting and Support Agreement]
SCHEDULE
A
EXISTING SHARES
|
Name
of |
Number of Shares of Class A Common Stock |
Company |
Company |
Company | ||||
| William Magnuson | 4,258,551 | 1,251,658 | 585,809 | 125,944 | ||||
| Scintillating Holdings LLC | 470 | |||||||
| Jonathan Hyman | 946,035 | 325,213 | 187,184 | 38,412 | ||||
| Hyman 2026 Charitable Remainder Trust | 350,000 | |||||||
| Hyman 2021 GST Descendants Trust | 221,436 | |||||||
| Hyman 2021 GST Family Trust | 28,564 | |||||||
| Neeraj Agrawal | 194,769 | 7,753 |
A-1
Exhibit 99.2
Salesforce Signs Definitive Agreement to Acquire Braze
SAN FRANCISCO & NEW YORK (OCTOBER 20, 2026) — Salesforce (NYSE: CRM), the world’s #1 AI CRM, today announced it has entered into a definitive agreement to acquire Braze (NASDAQ: BRZE), a leading customer engagement platform, for approximately $5.66 billion in enterprise value. Under the terms of the agreement, holders of Braze Class A common stock will receive $47.50 in cash per share.
Braze helps marketers build deeper customer relationships by responding to customer behavior in real time, coordinating personalized experiences across mobile apps, websites, email, SMS, WhatsApp, and more. Its cloud-native, event-streaming architecture is optimized for high-volume, real-time B2C engagement, continuously updating customer profiles and adapting customer journeys while powering trillions of messages and journey actions each year. BrazeAI extends these capabilities with AI-powered optimization across content, offers, channels, and timing, helping marketers make each interaction more relevant.
“Every interaction is an opportunity to wow your customers,” said Patrick Stokes, President, Applications and Marketing, Salesforce. “Most of that wow comes from knowing your customer, and responding at just the right moment. Braze was built to turn live customer behavior into personalized engagement at scale. Bringing that capability together with Salesforce Marketing Cloud, CRM, and Data 360 will deliver that wow moment in every customer interaction.”
“Braze was built on the conviction that marketers and their creativity are a brand’s ultimate competitive advantage,” said Bill Magnuson, CEO and Co-Founder of Braze. “This past year we shipped at the fastest pace in our history, and BrazeAI is helping marketers get their best ideas live faster. Salesforce shares our commitment to marketers, and we’ll continue building as Braze and investing in the Braze community of customers and partners who built this company with us. Salesforce’s platform will help us innovate faster and together we’ll help marketers around the world build deeper, more lasting relationships with their customers.”
AI is raising the bar for marketers, who now need agentic solutions that can understand customers, make decisions, and act in real time. Salesforce is moving to lead that shift, through both organic innovation and acquisitions that meet the standards of our M&A framework: advancing customer success, fitting within our strategy, accelerating innovation, and creating long-term value.
Following the close of the transaction, Braze’s real-time engagement and AI decisioning capabilities are expected to complement all four layers of Salesforce’s architecture — Data 360, Customer 360, Agentforce, and SIForce. Within Customer 360, Braze is expected to strengthen Marketing Cloud’s cross-channel personalization, helping brands turn a deeper view of each customer into richer experiences, optimized in real time at the scale needed to reach hundreds of millions of people.
These capabilities would advance Salesforce’s vision for a more complete Customer 360 and expand how brands connect with customers across high-volume B2C experiences. Salesforce and Braze also share a commitment to an open, composable approach that gives customers flexibility across the data, tools, and partners they rely on.
Together, Salesforce and Braze would help businesses:
| ● | Act on customer behavior in real time. Braze’s event-streaming architecture turns live customer signals and data from cloud data warehouses and other platforms into personalized messages and coordinated journeys, helping marketers adapt engagement as customers browse, buy, and use products. |
| ● | Deliver richer experiences across channels. Braze’s deep mobile and app capabilities, including in-app messages, personalized content feeds, and live updates, work alongside email, web, and messaging channels to create more connected customer experiences. |
| ● | Make personalization more intelligent. Braze’s AI decisioning helps marketers optimize content, offers, channels, and timing. Bringing these capabilities together with Salesforce’s customer context and Agentforce would help businesses make engagement more relevant and connect marketing with the broader customer relationship across commerce, sales, and service. |
Braze serves approximately 2,770 customers, including Canva, Dairy Queen, Equinox, Instacart, Urban Outfitters, and Venmo. Led by co-founders Bill Magnuson and Jon Hyman, Braze would also bring deep expertise in mobile experiences, data engineering, and customer engagement to Salesforce Marketing Cloud.
Transaction Details
The transaction is expected to close in Salesforce’s fiscal year 2028, subject to customary closing conditions, including approval by Braze’s shareholders and receipt of required regulatory approvals. There is no anticipated change to Salesforce's FY27 guidance. Salesforce has not guided FY28 and there is no update to long-term targets at this time.
Advisors
J.P. Morgan Securities LLC is serving as exclusive financial advisor to Salesforce, and Wachtell, Lipton, Rosen & Katz and Covington & Burling LLP are serving as legal counsel to Salesforce.
Qatalyst Partners is serving as exclusive financial advisor to Braze, and Davis Polk & Wardwell LLP is serving as legal counsel to Braze.
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to the proposed acquisition of Braze by Salesforce. 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 Salesforce’s and Braze’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of Salesforce’s and Braze’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 Salesforce, Braze and their respective customers from completing the transaction, plans for future investment and capital allocation, the expected financial performance of Salesforce 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 Braze shareholders and satisfy other conditions to the completion of the transaction, (ii) the effect of the announcement or pendency of the proposed transaction on Braze’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 Braze’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 Salesforce or Braze 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 Braze’s ability to pursue certain business opportunities or strategic transactions, (xi) the retention of key personnel, (xii) the ability of Salesforce to successfully integrate Braze’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 Salesforce’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 Salesforce’s and Braze’s respective periodic reports and other filings with the Securities and Exchange Commission (the “SEC”), including the risk factors identified in Salesforce’s and Braze’s most recent Annual Reports on Form 10-K, available at www.sec.gov. The forward-looking statements included in this press release 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 Salesforce nor Braze 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 press release is being made in respect of a proposed transaction involving Salesforce and Braze. In connection with the proposed transaction, Braze 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. Braze will deliver the definitive proxy statement to its shareholders as required by applicable law. This press release 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 BRAZE 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 Braze (when they become available) may also be obtained free of charge from Braze’s investor relations website at investors.Braze.com.
Participants in the Solicitation
Braze 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 Braze’s directors and executive officers is available in Braze’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 Braze 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 press release 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.
About Salesforce
Salesforce helps organizations of any size become agentic enterprises - integrating humans, agents, apps, and data on a trusted, unified platform to unlock unprecedented growth and innovation. Visit www.salesforce.com for more information.
About Braze
Braze is the leading customer engagement platform that empowers brands to Be Absolutely Engaging™. Braze helps brands deliver great customer experiences that drive value both for consumers and for their businesses. Built on a foundation of composable intelligence, BrazeAI™ allows marketers to combine and activate AI agents, models, and features at every touchpoint throughout the Braze Customer Engagement Platform for smarter, faster, and more meaningful customer engagement. From cross-channel messaging and journey orchestration to AI-powered decisioning and optimization, Braze enables companies to turn action into interaction through autonomous, 1:1 personalized experiences. The company has been consistently recognized as a Leader in marketing technology by industry analysts and was named a G2 “Best of Marketing and Digital Advertising Software Product” in 2026. Braze was also named one of Built In’s 2026 Best Places to Work, one of America’s Greenest Companies for 2025 by Newsweek, and a 2025 Fortune Best Workplace in Technology™ by Great Place To Work®. The company is headquartered in New York with 15 offices across the Americas, EMEA, and APAC. Learn more at Braze.com.
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