Prospectuses and communications, business combinations



BGCOLOR="WHITE">










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): February 16, 2021










COSTAR GROUP, INC.




(Exact name of registrant as specified in its charter)







































Delaware




0-24531




52-2091509




(State or other jurisdiction of




incorporation or organization)






(Commission




File Number)






(I.R.S. Employer




Identification No.)


























1331 L Street, NW, Washington, DC




20005



(Address of principal executive offices)




(Zip Code)




Registrant’s telephone number, including area code: (202) 346-6500




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 (see General Instruction A.2. below):













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






Name of each exchange




on which registered




Common Stock ($0.01 par value)




CSGP




Nasdaq Global Select Market



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 8.01




Other Events.




On February 16, 2021, CoStar Group, Inc., a Delaware corporation (“CoStar Group”) issued a press release (the “Press Release”)
announcing its letter to the board of directors of CoreLogic, Inc., a Delaware corporation (“CoreLogic”), which contained a proposal (the “Proposal”) to acquire CoreLogic, in a transaction in which CoreLogic stockholders would
receive 0.1019 shares of newly issued CoStar Group common stock for each share of CoreLogic’s issued and outstanding common stock.



The foregoing
description of the Proposal is qualified in its entirety by reference to the Press Release, a copy of which is attached hereto as Exhibit 99.1.



The
Proposal, which was sent to CoreLogic and its counsel, also included a draft merger agreement that CoStar Group indicated its willingness to enter into in all material respects, a copy of which is attached hereto as Exhibit 99.2.





Forward-Looking Statements




This report and
exhibits contain forward-looking statements within the meaning of the federal securities law that are not historical or current facts. Such statements are based upon current plans, estimates and expectations that are subject to various risks and
uncertainties. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,”
“intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “target,” “contemplate,” “estimate,” “predict,” “potential” and
words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the ultimate outcome of
discussions between CoStar Group and CoreLogic, including the possibilities that CoStar Group will not pursue a transaction with CoreLogic or that CoreLogic will reject a transaction with CoStar Group; the ability of the parties to complete a
transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of required regulatory approvals and approval of CoreLogic’s stockholders, are not satisfied in a timely manner or
at all; potential litigation related to any proposed transaction; the expected benefits of any proposed transaction, such as expected cost, EBITDA, Adjusted EBITDA and/or revenue synergies, the accretive nature of the transaction or expected
adjusted EPS, efficiencies, cost savings, tax benefits, revenue, growth potential of CoStar Group, CoreLogic or a potentially combined company, expanded customer segments and total addressable market, reduced revenue volatility, cross-selling
opportunities, market profile and financial strength, including near term and long-term value for shareholders, and opportunities for long-term growth, value creation and product innovation, including an integrated and improved offering; the
competitive ability and position of CoStar Group, CoreLogic or a potentially combined company; the ability to effectively and efficiently integrate the companies and their technology and content acquisition to create a comprehensive solution; future
plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the future results of CoStar Group are set forth in CoStar Group’s filings with the SEC, including CoStar
Group’s most recently filed Annual Report on Form

10-K,

subsequent Quarterly Reports on Form

10-Q,

Current Reports on Form

8-K

and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in CoStar Group’s most recent Annual Report on Form

10-K

and Quarterly Reports on Form

10-Q

are not exclusive and further information concerning CoStar Group and its business, including factors that potentially could materially
affect CoStar Group’s business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any
forward-looking statements. Readers should also carefully review the risk factors described in other documents that CoStar Group files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of
these materials. Except as required by law, CoStar Group assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.













No Offer or Solicitation




This communication does not constitute an offer to sell or the solicitation of an offer to buy 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. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.





Additional Information and
Where to Find It




This communication relates to a proposal which CoStar Group has made for an acquisition of CoreLogic. In furtherance of this
proposal and subject to future developments, CoStar Group (and, if a negotiated transaction is agreed, CoreLogic) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This
communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document CoStar Group and/or CoreLogic may file with the SEC in connection with the proposed transactions.



INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COSTAR GROUP, CORELOGIC AND THE PROPOSED TRANSACTIONS. Any definitive proxy statement(s) or
prospectus(es) (if and when available) will be mailed to stockholders of CoStar Group and/or CoreLogic, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed
with the SEC by CoStar Group free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by CoStar Group (if and when available) will also be made available free of charge by accessing CoStar Group’s
website at

www.costargroup.com

.





Certain Information Regarding Participants




This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless,
CoStar Group and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Security
holders may obtain information regarding the names, affiliations and interests of such individuals in CoStar Group’s Annual Report on Form

10-K

for the year ended December 31, 2019, which was filed
with the SEC on February 26, 2020, and its definitive proxy statement for the 2020 annual meeting of stockholders, which was filed with the SEC on April 24, 2020 and certain of its Current Reports on Form

8-K.

Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other
documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website

http://www.sec.gov

and CoStar Group’s website at

www.costargroup.com

.











Item 9.01




Financial Statements and Exhibits.











(d)


Exhibits.




The following documents are filed herewith as exhibits to this report:















































Exhibit



No.





Description





99.1


Press Release, dated February 16, 2021, issued by CoStar Group.



99.2


Proposed Merger Agreement sent by CoStar Group to CoreLogic.



104


The cover page from this Current Report on Form

8-K,

formatted as Inline XBRL.











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.


































































COSTAR GROUP, INC.





Date: February 16, 2021




By:



/s/ Scott T. Wheeler







Name:


Scott T. Wheeler





Title:


Chief Financial Officer











Exhibit 99.1




FOR IMMEDIATE RELEASE





LOGO




CoStar Group Makes Superior Proposal to Acquire CoreLogic for $95.76 per share





All-Stock

Merger Proposal Represents a 20% Improvement to the Value of CoreLogic’s Pending
Transaction




Combination of CoStar Group and CoreLogic Expected to Deliver $150—$250 Million in Annual

Run-Rate

Adjusted EBITDA Synergies Within Three to Four Years, Delivering Superior Value to CoreLogic Shareholders




Transaction Is Expected to Be Highly Accretive to Adjusted EPS by




Approximately 30 Percent in Year One Before Synergies




WASHINGTON – February




16, 2021

– Today, CoStar Group, Inc. (NASDAQ: CSGP) delivered a letter to the Board of Directors of
CoreLogic (NYSE: CLGX) setting forth the terms of a superior proposal by CoStar Group to acquire 100% of the equity interests of CoreLogic. Under the terms of the proposal, CoreLogic shareholders would receive 0.1019 shares of CoStar Group common
stock in exchange for each share of CoreLogic common stock, representing a value of approximately $95.76 per share based on CoStar Group’s closing share price on February 12, 2021. CoStar’s proposal represents 16.2% pro forma diluted
ownership for CoreLogic shareholders in the combined entity, and a $15.76 per share improvement to the value of CoreLogic’s pending transaction as of February 12, 2021.



The following is a copy of the letter that CoStar Group delivered to the Board of Directors of CoreLogic on February 16, 2021:




Dear CoreLogic Board Members:



Given our substantial
engagement since early December, we were stunned to read about the acquisition of CoreLogic by Stone Point Capital and Insight Partners on February 4, 2021 (the “Pending Transaction”). Their cash bid of $80 per share was materially
less than our last

all-stock

offer, which had a headline value of $86.30 per share. The decision to accept the lower $80 per share bid from a sponsor instead indicates a failure to appropriately value the
synergies of our proposal as a strategic bidder.



We do not believe the Pending Transaction maximizes value for CoreLogic stockholders and we continue to
believe in the strong strategic rationale for the combination of our two companies. We hereby submit this “Competing Proposal” that will provide superior value to CoreLogic’s stockholders. The fact that CoreLogic stock continues to
trade well above the Pending Transaction price is a clear indication that the shareholders agree with us. Accordingly, we propose moving forward with an acquisition of CoreLogic that will provide value directly to CoreLogic’s stockholders that
is substantially superior to the value they would receive in the Pending Transaction.




Terms of our Proposal



We propose a merger transaction whereby CoStar would acquire 100% of the equity interests of CoreLogic for consideration of $95.76 per share based on the
latest CoStar closing price. The consideration would be delivered in 0.1019 shares of newly issued CoStar common stock for each share of CoreLogic’s issued and outstanding common stock (the “Proposal”). This implies a headline value
of $92 per share based on the latest

30-day

volume-weighted average CoStar share price. This represents an equity value of approximately $6.9 billion and a premium of 74% to CoreLogic’s unaffected
share price on June 25, 2020. This offer represents a $15.76 per share improvement over the Pending Transaction. Based upon Friday’s close at $81.99 ($1.99 above the Pending Transaction), our Proposal delivers to CoreLogic stockholders
over $1 billion more in value than the Pending Transaction. The Pending Transaction represents a 2.4% discount to Friday’s close, while our offer represents a 17% premium to Friday’s close.











At the heart of our Proposal is a value proposition for the direct benefit of the CoreLogic stockholders
that greatly exceeds the Pending Transaction. The Proposal implies pro forma diluted ownership of approximately 16.2% in the combined entity for current CoreLogic stockholders. CoStar Group’s offer is clearly the superior offer to
CoreLogic’s shareholders in immediate value, but we believe that with hundreds of millions of dollars of synergies, the implied ownership of the Proposal provides substantial value upside, which we believe would deliver value in excess of $105
per share to CoreLogic stockholders over time.



CoStar Group’s stock is a solid currency and has performed exceptionally well through decades, driven
by solid fundamentals such as our compound annual revenue growth of 21% over the past 20 years, 21% over 10 years, and 19% over 5 years. With consistent growth and a huge addressable market, CoStar Group’s share price has appreciated 496% over
the past 5 years, 1,491% over the past 10 years, 3,640% over the past 20 years, and 10,342% since our IPO. CoStar stock has consistently proven more valuable than cash. We believe that this combination will further enhance the long-term value of our
shares.




Strategic Rationale and Synergies



The
combination presents significant cost synergies, revenue synergies, and organic growth opportunities, including through acceleration of innovation, servicing new and expanded customer segments, and reducing revenue volatility. A combination of the
existing CoStar business with CoreLogic would result in

$150-$250 million

annual,

run-rate

EBITDA synergies. These synergies alone are worth over several billion
dollars of value for stockholders of the combined company, even before considering the growth potential and new products made possible by the transaction.



There are significant cost synergies in this combination because there are potentially hundreds of millions of dollars in duplicative costs. CoStar Group
provides commercial real estate solutions and CoreLogic provides residential solutions. And while the solutions that CoStar Group and CoreLogic provide are completely different, both companies invest heavily in very similar underlying technology and
processes that collect and create real estate information including property data, photographs, drone imagery, maps, aerials, market analytics, and analytic models. The basic technology required to search for listings and display data and photos on
a map are the same whether the properties are office buildings or houses for sale. CoStar Group and CoreLogic combined will have nearly ten thousand personnel working as software developers, researchers, or photographers, all collecting similarly
structured, distinct but related, real estate content. In combination, there is vast potential to de-duplicate processes and achieve significant cost synergies.



In terms of growth, this combination would triple CoStar Group’s total addressable market. The scale of the total addressable market created by combining
a global leader in digitizing commercial property with a global leader in digitizing residential real estate is truly staggering. We estimate that globally commercial properties have an aggregate value of $66 trillion dollars and residential
properties have an aggregate value of $114 trillion. Combined, these companies will be very well positioned for growth meeting the information, analysis, and marketing needs of the $180 trillion global real estate industry. The global value of real
estate is twice the value of all public companies combined.



We believe that we can significantly accelerate CoreLogic’s organic growth rate. CoStar
Group has a well-established track record of acquiring slow growth companies constrained with single digit organic growth rates and managing them to become fast growth companies, with double digit organic growth rates. In the three years prior to
CoStar Group acquiring LoopNet, revenues on average were

-2.3%

a year. In the past two years, LoopNet has grown almost 20% a year. Already we have grown LoopNet’s revenues more than four-fold. In the
three years prior to acquiring Apartments.com, revenue grew at 7.7% a year on average. In the past three years Apartments.com has grown almost 30% a year on average. Already we have grown Apartments.com’s revenue more than 6.5x. We believe that
with product enhancements, new products, more direct selling, cross-selling, selling to new audiences and segments, and integrated product offerings, there is a similar opportunity to increase significantly CoreLogic’s organic growth rate.



CoStar is the perfect strategic partner for CoreLogic and together we can drive transformative innovation. CoStar provides commercial real estate solutions
and CoreLogic provides distinct residential real estate solutions to brokerage firms and real estate agents, banks, lenders, local, state, and federal agencies, property owners, developers, investors, appraisers, and firms selling solutions to the
people and companies that use real estate solutions. A very large percentage of these organizations have an interest in both residential and commercial, but today have to purchase different solutions from CoStar Group and CoreLogic to meet their
complete real estate needs. Using disparate point solutions is inconvenient and reduces the value of the respective offerings. This is a strategic acquisition that will provide our combined clients with integrated solutions across all the relevant
real estate sectors. The combined company expects to eliminate the artificial differentiation between commercial and residential











real estate digital solutions. We believe that these integrated solutions will create massive cross-selling opportunities, significantly increasing product uptake, sales and hundreds of millions
of dollars in revenue synergies. CoreLogic has approximately 150 professionals in its sales organization and CoStar Group has 1,060. In combination, the companies have the resources necessary to realize the potential cross selling opportunity.



We believe that many of the solutions CoStar Group so successfully offers today, which are only delivered to commercial real estate, can be extended into
residential real estate. Marketplaces like Apartments.com and LoopNet are just two examples of these opportunities. Conversely, many of the products CoreLogic only offers to residential audiences today could also be offered to commercial real estate
audiences. Property Tax Solutions, Appraisal Management, Symbility, Flood Data Solutions, and Building Cost Data are just a few examples of these opportunities. We believe that by leveraging existing technology assets into new segments of real
estate the combined company can create additional significant new cross-selling and revenue synergies.



Further, we believe that we can achieve all of
these synergies while significantly reducing the volatility of CoreLogic’s revenue, which have historically experienced exposure to market cycles. Much of CoreLogic’s revenues are reoccurring, but that is very different from subscription
revenue. Reoccurring revenue is volatile, while subscription is much less so and has greater visibility. CoStar has a track record of acquiring businesses with seasonal or cyclical revenue variances associated with reoccurring revenue and converting
those businesses to predictable and stable subscription revenue. Eighty percent of CoStar’s revenue is subscription-based, up from 67% five years ago. LoopNet, Apartments.com, ForRent.com, and Apartment Finder were all businesses with only
reoccurring revenue. In the aggregate, we have now converted the vast majority of revenue in those products to predictable subscription revenue. We sell our information services to banks for commercial loans on a stable subscription basis, while
CoreLogic sells it on a variable

on-demand

basis. We believe that there is a clear opportunity to convert that revenue and other CoreLogic revenue into more predicable subscription revenue.



Since CoStar Group and CoreLogic serve very different industry segments with cycles that are generally not correlated, combining the companies will further
diversify the revenue sources and create a more stable combined entity.




Addressing Rumored CoreLogic Board Concerns



Since October 2020, we have made multiple acquisition proposals to CoreLogic. We were surprised to see your announcement of the Pending Transaction when we
believed that our last conversation with your advisors had addressed all of your remaining concerns. The media has speculated about the reasons the CoreLogic Board may have chosen to accept an inferior offer and while none were identified in our
negotiations as conditions to acceptance of our offer, we have attempted to address them in our Proposal, including: time to close, antitrust and interim business operations.



This deal has a very high certainty of closing in a rapid time frame. We expect that the transaction should close within 6 months, barring any material
unforeseen issues. As detailed below, we have provided a customary

12-month

termination date to allow appropriate certainty of closing, with any further extension requiring CoreLogic’s consent.



Throughout this process your advisors, our advisors, analyst reports, and major shareholders have agreed that there is no antitrust risk in this combination.
CoStar Group provides commercial property listings and analytics to commercial real estate brokers and owners and internet marketplaces for lead generation for commercial properties for lease and sale. CoreLogic, on the other hand, aggregates
publicly available property tax assessment data, publicly recorded sales and mortgage transactions to provide various solutions needed in residential real estate. In addition, CoreLogic provides multiple listing services the software and hosting
services they need to manage residential listings. Our respective companies are in completely different markets. CoStar and CoreLogic do not compete with one another in any way. No client or prospect ever chooses between buying a CoreLogic solution
versus buying a CoStar Group solution. They cannot because our products are completely different. Given the presence of multiple providers of the publicly available data CoreLogic resells, there are simply no meaningful antitrust concerns.



We had already agreed to accept an efforts covenant that addressed all of the remote antitrust risks identified by both of our respective counsel. Beyond that
and to match the Pending Transaction, we agree that if the transaction does not close due to a failure to obtain antitrust approvals, CoStar will pay a reverse termination fee in the amount of $330 million. That will give the CoreLogic Board
certainty of close. And while there may have been legitimate antitrust risks when a Black Knight affiliate was attempting a hostile takeover of CoreLogic, there are no such risks here. CoreLogic stockholders will demand a more credible explanation
than antitrust concerns before voting to accept the Pending Transaction over our Proposal and losing a billion dollars of value.











We are committed to allowing CoreLogic to continue to operate its business in the ordinary course subject to
limited and customary CoStar approval rights – with such approval not to be unreasonably withheld – over activities that could impact the cost of the transaction or the value of CoreLogic’s business. It is as important to CoStar as it
is CoreLogic stakeholders that your company remains healthy and stable. We reiterate our prior commitment to working together and responding promptly to any requests that you have in order to operate your business in the interim period, and have now
included that if we do not respond within two business days of any requested consent, CoreLogic will be free to proceed with such requested action. We believe the CoreLogic stockholders would appreciate the fact that CoStar has a thirty-plus year
history of working seamlessly with acquired companies to arrive at a successful closing. Core to that success is CoStar’s track record of allowing such companies the freedom to continue running their businesses in any relevant interim period.
Our Proposal would allow CoreLogic management to have as much, and in some instances more, operational flexibility as compared to the terms of your Pending Transaction.



CoreLogic’s talented management team and staff is a critical part of the proposed combination. We absolutely want to retain that talent and see them grow
in the new combined company. Our Proposal also allows for various personnel compensation-related matters that your management team last presented to us as important, including adequate

pre-closing

flexibility,
while balancing against the need to preserve incentives for post-closing retention of CoreLogic personnel. Further, we believe that our Proposal is superior to the terms of the Pending Transaction with respect to both (i) preserving your
flexibility between signing and closing as to employment and compensation matters and (ii) the potential purchaser’s obligations with respect to your continuing employees during the 12 months following the closing.



In addition, we assume that media speculation around the CoreLogic Board demanding an equity collar on our prior proposed exchange ratio was erroneous because
that was never communicated to us. In fact, both of our financial advisors agreed that an equity collar would present an inconsistent message to stockholders, given the merits and strong rationale for the combination. We instead focused on offering
CoreLogic stockholders the highest value possible, rather than a lower value with a collar.



It has been reported that Stone Point has secured
$5.5 billion of debt to finance its acquisition of CoreLogic. If true, that implies leverage of over ten times, based on historical EBITDA – a crushing debt load, with potentially devastating consequences for CoreLogic, its employees, and
clients. For a business that could otherwise invest in its technology and product offerings, will there be any room for those investments in the future? For a business that has historically cycled with the economy will the business be strong enough
to survive an economic downturn? The extreme level of debt could have a very negative impact on the ten thousand employees and contractors who depend on CoreLogic for their paychecks. CoreLogic’s solutions are valued by banks, real estate
agents, government agencies, and many others. If CoreLogic is loaded with massive debt, will it put those clients’ operations at risk? Will Stone Point be under pressure to hastily break CoreLogic into many pieces and sell them off? We believe
that these are some of the important considerations for Board deliberations beyond deal economics.



In CoStar Group’s proposed acquisition of
CoreLogic the result would be a company with a rock solid balance sheet with strong cash flow for investment, innovation, competition, and growth. CoreLogic’s employees, clients, communities, and our combined shareholders would benefit from a
strong future for the combined company.



As you are aware, our financial advisor is Goldman Sachs, our legal advisor is Latham & Watkins LLP, and
we and they are available to discuss any aspect of the Proposal. We and our advisors have reviewed the merger agreement regarding the Pending Transaction. On that basis, we are separately sending to you and your legal advisors drafts of the merger
agreement and disclosure schedules which we would be prepared to enter into in all material respects.



We continue to review all potential possibilities
for the benefit of our stockholders and the future of the CoStar business.




Conclusion



We sincerely hope that you will act without further delay to secure this compelling opportunity for your stockholders. Under the current terms of the Pending
Transaction, our Proposal constitutes a “Competing Proposal” that is being sent without any solicitation or encouragement from CoreLogic or its representatives, which would allow you to negotiate and discuss this Proposal with CoStar,
subject to the terms of such Pending Transaction.



We are confident that after consultation with your outside legal counsel and financial advisors and
considering all legal, regulatory and financing aspects of this Proposal that you deem appropriate, that this Proposal is more favorable, from a financial point of view, to CoreLogic’s stockholders than the transactions contemplated by the
Pending Transaction. There can be no question that our Proposal constitutes a “Superior Proposal” under the terms of the Pending Transaction.











On behalf of CoStar we wish to engage with CoreLogic and its advisors immediately in order to capture for
our respective stockholders, customers and people the tremendous superior value inherent in the Proposal.



Sincerely,



Andrew C. Florance



Chief Executive Officer



CoStar Group, Inc.




About CoStar Group, Inc.



CoStar Group, Inc. (NASDAQ: CSGP) is the leading provider of commercial real estate information, analytics and online marketplaces. Founded in 1987, CoStar
conducts expansive, ongoing research to produce and maintain the largest and most comprehensive database of commercial real estate information. Our suite of online services enables clients to analyze, interpret and gain unmatched insight on
commercial property values, market conditions and current availabilities. STR provides premium data benchmarking, analytics and marketplace insights for the global hospitality sector.

Ten-X

provides a leading
platform for conducting commercial real estate online auctions and negotiated bids. LoopNet is the most heavily trafficked commercial real estate marketplace online with over 7 million monthly unique visitors. Realla is the UK’s most
comprehensive commercial property digital marketplace. The Apartments.com network, ApartmentFinder.com, ForRent.com, ApartmentHomeLiving.com, Westside Rentals, AFTER55.com, CorporateHousing.com, ForRentUniversity.com and Apartamentos.com form the
premier online apartment resource for renters seeking great apartment homes and provide property managers and owners a proven platform for marketing their properties. Homesnap is an industry-leading online and mobile software platform that provides
user-friendly applications to optimize residential real estate agent workflow and reinforce the agent-client relationship. CoStar Group’s websites attracted an average of approximately 69 million unique monthly visitors in aggregate in the
third quarter of 2020. Headquartered in Washington, DC, CoStar Group maintains offices throughout the U.S. and in Europe, Canada and Asia with a staff of over 4,300 worldwide, including the industry’s largest professional research organization.
For more information, visit

CoStarGroup.com

.




Forward-Looking Statements



This report and exhibits contain forward-looking statements within the meaning of the federal securities law that are not historical or current facts. Such
statements are based upon current plans, estimates and expectations that are subject to various risks and uncertainties. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,”
“target,” “contemplate,” “estimate,” “predict,” “potential” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking
statements. All statements, other than historical facts, including statements regarding the ultimate outcome of discussions between CoStar Group and CoreLogic, including the possibilities that CoStar Group will not pursue a transaction with
CoreLogic or that CoreLogic will reject a transaction with CoStar Group; the ability of the parties to complete a transaction when expected or at all; the risk that the conditions to the closing of any proposed transaction, including receipt of
required regulatory approvals and approval of CoreLogic’s stockholders, are not satisfied in a timely manner or at all; potential litigation related to any proposed transaction; the expected benefits of any proposed transaction, such as
expected cost, EBITDA, Adjusted EBITDA and/or revenue synergies, the accretive nature of the transaction or expected adjusted EPS, efficiencies, cost savings, tax benefits, revenue, growth potential of Costar Group, CoreLogic or a potentially
combined company, expanded customer segments and total addressable market, reduced revenue volatility, cross-selling opportunities, market profile and financial strength, including near term and long-term value for shareholders, and opportunities
for long-term growth, value creation and product innovation, including an integrated and improved offering; the competitive ability and position of Costar Group, CoreLogic or a potentially combined company; the ability to effectively and efficiently
integrate the companies and their technology and content acquisition to create a comprehensive solution; future plans and investments; and any assumptions underlying any of the foregoing, are forward-looking statements. Factors that may affect the
future results of CoStar Group are set forth in CoStar Group’s filings with the SEC, including CoStar Group’s most recently filed Annual Report on Form

10-K,

subsequent Quarterly Reports on Form

10-Q,

Current Reports on Form

8-K

and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described











above and in CoStar Group’s most recent Annual Report on Form

10-K

and Quarterly Reports on Form

10-Q

are not
exclusive and further information concerning CoStar Group and its business, including factors that potentially could materially affect CoStar Group’s business, financial condition or operating results, may emerge from time to time. Readers are
urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that
CoStar Group files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, CoStar Group assumes no obligation to update or revise these
forward-looking statements for any reason, even if new information becomes available in the future.




No Offer or Solicitation



This communication does not constitute an offer to sell or the solicitation of an offer to buy 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. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.




Additional Information and
Where to Find It



This communication relates to a proposal which CoStar Group has made for an acquisition of CoreLogic. In furtherance of this proposal
and subject to future developments, CoStar Group (and, if a negotiated transaction is agreed, CoreLogic) may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This communication is
not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document CoStar Group and/or CoreLogic may file with the SEC in connection with the proposed transactions.



INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY PROXY STATEMENT(S), REGISTRATION STATEMENT(S), TENDER OFFER STATEMENT, PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COSTAR GROUP, CORELOGIC AND THE PROPOSED TRANSACTIONS. Any definitive proxy statement(s) or
prospectus(es) (if and when available) will be mailed to stockholders of CoStar Group and/or CoreLogic, as applicable. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed
with the SEC by CoStar Group free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by CoStar Group (if and when available) will also be made available free of charge by accessing CoStar Group’s
website at

CoStarGroup.com

.




Certain Information Regarding Participants



This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless,
CoStar Group and its directors and certain of its executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Security
holders may obtain information regarding the names, affiliations and interests of such individuals in CoStar Group’s Annual Report on Form

10-K

for the year ended December 31, 2019, which was filed
with the SEC on February 26, 2020, and its definitive proxy statement for the 2020 annual meeting of stockholders, which was filed with the SEC on April 24, 2020 and certain of its Current Reports on Form

8-K.

Additional information regarding the interests of such individuals in the proposed transaction will be included in one or more registration statements, proxy statements, tender offer statements or other
documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website

http://www.sec.gov

and CoStar Group’s website at

CoStarGroup.com

.












Contacts:




CoStar Group




Investor Contacts



Scott Wheeler



Chief Financial Officer



(202)

336-6920




swheeler@costar.com



Bill Warmington



Investor Relations



(202)

346-5661




wwarmington@costar.com




Media Contact



Matthew Blocher



Marketing & Communications



(202)

346-6775




mblocher@costar.com












Exhibit 99.2




Competing Proposal from CoStar – February 16, 2021



AGREEMENT AND PLAN OF MERGER



by
and among



COSTAR GROUP, INC.



CATALINA ACQUISITION SUB, INC.



and



CORELOGIC, INC.



Dated as of February ___, 2021














TABLE OF CONTENTS























































































































































































































































































































































ARTICLE I






DEFINITIONS








Section 1.1





Definitions





2




ARTICLE II






THE MERGER








Section 2.1





The Merger





2



Section 2.2





The Closing





2



Section 2.3





Effective Time





2



Section 2.4





Certificate of Incorporation and Bylaws





3



Section 2.5





Board of Directors





3



Section 2.6





Officers





3




ARTICLE III






EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES








Section 3.1





Effect on Securities





3



Section 3.2





Payment for Securities; Exchange of Certificates





4



Section 3.3





Company Equity Awards





7



Section 3.4





Lost Certificates





10



Section 3.5





Transfers; No Further Ownership Rights





10



Section 3.6





Fractional Shares





10





ARTICLE IV








REPRESENTATIONS AND WARRANTIES OF THE COMPANY









Section 4.1





Organization and Qualification; Subsidiaries





11



Section 4.2





Capitalization





11



Section 4.3





Authority Relative to Agreement





14



Section 4.4





No Conflict; Required Filings and Consents





14



Section 4.5





Permits; Compliance With Laws





15



Section 4.6





Company SEC Documents; Financial Statements





16



Section 4.7





Form

S-4;

Proxy Statement





17



Section 4.8





Disclosure Controls and Procedures





17



Section 4.9





Absence of Certain Changes or Events





18



Section 4.10





No Undisclosed Liabilities





18



Section 4.11





Litigation





18



Section 4.12





Employee Benefit Plans





18





ii





















































































































































































































































































































































































































Section 4.13





Labor Matters





20



Section 4.14





Intellectual Property Rights; IT Systems





21



Section 4.15





Data Privacy and Security





22



Section 4.16





Taxes





23



Section 4.17





Material Contracts





25



Section 4.18





Real Property





27



Section 4.19





Environmental





27



Section 4.20





Vote Required





28



Section 4.21





Brokers





28



Section 4.22





Opinion of Financial Advisor





28



Section 4.23





Insurance





28



Section 4.24





Takeover Statutes





28



Section 4.25





Rights Agreement





29



Section 4.26





Reorganization





29



Section 4.27





Affiliate Transactions





29



Section 4.28





Anti-Bribery; Anti-Money Laundering; Sanctions





29



Section 4.29





No Other Representations or Warranties





30





ARTICLE V








REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB









Section 5.1





Organization and Qualification; Subsidiaries





31



Section 5.2





Capitalization





31



Section 5.3





Authority Relative to Agreement





32



Section 5.4





No Conflict; Required Filings and Consents





33



Section 5.5





Parent Shares





34



Section 5.6





Permits; Compliance with Laws





34



Section 5.7





Parent SEC Documents; Financial Statements





34



Section 5.8





Absence of Certain Changes or Events





35



Section 5.9





Disclosure Controls and Procedures





35



Section 5.10





No Undisclosed Liabilities





36



Section 5.11





Litigation





36



Section 5.12





Taxes





36



Section 5.13





Form

S-4;

Proxy Statement





37



Section 5.14





Absence of Certain Agreements





38



Section 5.15





Sufficient Funds





38



Section 5.16





Capitalization of Acquisition Sub





38



Section 5.17





Investment Intention





38



Section 5.18





Brokers





38



Section 5.19





Management Agreements





38



Section 5.20





No Vote of Parent Stockholders





39



Section 5.21





No Ownership of Company Common Stock





39



Section 5.22





No Other Representations or Warranties





39





iii































































































































































































































































































































































ARTICLE VI






COVENANTS AND AGREEMENTS








Section 6.1





Conduct of Business by the Company Pending the Merger





40



Section 6.2





Preparation of the Proxy Statement and Form

S-4;

Stockholders’ Meeting





43



Section 6.3





Appropriate Action; Consents; Filings





45



Section 6.4





Access to Information; Confidentiality





47



Section 6.5






Non-Solicitation;

Competing Proposals





48



Section 6.6





Directors’ and Officers’ Indemnification and Insurance





53



Section 6.7





Notification of Certain Matters





55



Section 6.8





Public Announcements





55



Section 6.9





Employee Benefits





56



Section 6.10





Conduct of Business by Parent Pending the Merger





58



Section 6.11





Repayment of Indebtedness; Financing Cooperation





59



Section 6.12





Acquisition Sub; Parent Affiliates





60



Section 6.13





No Control of the Company’s Business





60



Section 6.14





Rule

16b-3

Matters





60



Section 6.15





Stock Exchange Matters





61



Section 6.16





Rights Agreement; Takeover Laws





61



Section 6.17





Certain Litigation





61



Section 6.18





Tax Matters





61



Section 6.19





Director Resignations





62




ARTICLE VII






CONDITIONS TO THE MERGER








Section 7.1





Conditions to the Obligations of Each Party





62



Section 7.2





Conditions to Obligations of Parent and Acquisition Sub to Effect the Merger





63



Section 7.3





Conditions to Obligation of the Company to Effect the Merger





64




ARTICLE VIII






TERMINATION, AMENDMENT AND WAIVER








Section 8.1





Termination





64



Section 8.2





Effect of Termination





66



Section 8.3





Termination Fee; Expense Reimbursement





67



Section 8.4





Amendment





69



Section 8.5





Extension; Waiver





69



Section 8.6





Expenses; Transfer Taxes





70





iv





























































































































































ARTICLE IX






GENERAL PROVISIONS








Section 9.1






Non-Survival

of Representations, Warranties and
Agreements





70



Section 9.2





Notices





70



Section 9.3





Interpretation; Certain Definitions





71



Section 9.4





Severability





72



Section 9.5





Assignment





73



Section 9.6





Entire Agreement





73



Section 9.7





No Third-Party Beneficiaries





73



Section 9.8





Governing Law





73



Section 9.9





Specific Performance





73



Section 9.10





Consent to Jurisdiction





74



Section 9.11





Counterparts





74



Section 9.12





WAIVER OF JURY TRIAL





74


























Appendix A






A-1





Index of Defined Terms




















































































































































































Acceptable Confidentiality Agreement






49, A-1




Acquisition Sub





1,

A-1




Action






A-1




Adverse Recommendation Change





50,

A-1




Affiliate






A-1




Aggregate Merger Consideration






A-1




Agreement





1,

A-1




Anti-Bribery Laws





29,

A-1




Antitrust Laws






A-1




Blue Sky Laws






A-1




Book-Entry Evidence





3,

A-1




Business Day






A-1




Capitalization Date





11,

A-1




Cares Act






A-2




CERCLA







A-2, A-6





Certificate of Merger





2,

A-2




Certificates





3,

A-2




Clean Team Agreement






A-2




Closing





2,

A-2




Closing Date





2,

A-2




Code






A-2




Company





1,

A-2




Company 401(k) Plan





57,

A-2






v



























































































































































































































































































































































Company Benefit Plan






A-2




Company Bylaws






A-2




Company Charter






A-2




Company Common Stock





3,

A-2




Company Debt





59,

A-2




Company Disclosure Letter






A-2




Company Equity Awards






A-3




Company Equity Plan






A-3




Company ESPP






A-3




Company Financial Statements





16,

A-3




Company Indentures






A-3




Company Intellectual Property





21,

A-3




Company Material Adverse Effect






A-3




Company Material Contract





24,

A-4




Company Notes






A-4




Company Notice Period





50,

A-4




Company Option






A-4




Company Permits





15,

A-4




Company Preferred Stock





11,

A-4




Company Privacy Commitments





22,

A-4




Company Privacy Contracts






A-4




Company Privacy Policies






A-4




Company Products






A-4




Company Property





26,

A-4




Company PSU






A-4




Company Recommendation






A-4




Company Related Parties





67,

A-5




Company RSU






A-5




Company SEC Documents





16,

A-5




Company Severance Arrangement





56,

A-5




Company Stock Units






A-5




Company Stockholder Advisory Vote





13,

A-5




Company VDR






A-5




Competing Proposal





51,

A-5




Confidentiality Agreement






A-5




Consent





14,

A-5




Continuation Period





55,

A-5




Continuing Employees





55,

A-5




Contract






A-5




control






A-5





COVID-19






A-5





COVID-19

Measures






A-5




D&O Indemnified Parties





52,

A-6




Debt Financing Sources






A-6




Debt Payoff Amount





59,

A-6




DGCL








A-6,



Recitals







vi



























































































































































































































































































































































Director RSU





8,

A-6




Director RSU Consideration





8,

A-6




Dividend Consideration





4,

A-6




Effective Time





2,

A-6




Enforceability Exceptions





14,

A-6




Environmental Laws






A-6




Equity Award Schedule





12



Equity Interest






A-7




ERISA






A-7




ERISA Affiliate






A-7




Evercore





28,

A-7




Exchange Act






A-7




Exchange Agent





4,

A-7




Exchange Agent Agreement





4,

A-7




Exchange Fund





4,

A-7




Exchange Ratio





3,

A-7




Existing Credit Agreement






A-7




Existing D&O Insurance Policies





53,

A-7




Expense Reimbursement






A-7




Expenses






A-7




Fairness Opinion





28,

A-8




Final Offering Period





9,

A-8




Form

S-4





15,

A-8




Former Employee Option





7,

A-8




Former Employee Option Consideration





8,

A-8




Fractional Share Consideration





4,

A-8




GAAP






A-8




Governmental Authority






A-8




Hazardous Materials






A-8




HSR Act






A-8




Indebtedness






A-8




Intellectual Property






A-9




Intellectual Property Rights






A-9




Intended Tax Treatment






A-9, Recitals




Intervening Event





51,

A-9




IRS






A-9




Knowledge






A-9




Labor Consultation






A-9




Labor Consultations





57



Labor Organization





57,

A-9




Law






A-9




Leased Real Property





26,

A-9




Lien






A-9




Malicious Code





22,

A-9




Maximum


Amount





53,

A-9




Merger






A-9,

Recitals





vii



























































































































































































































































































































































Merger Consideration






3, A-9




Merger Consideration Value






A-10




Money Laundering Laws






29, A-10




Nasdaq





33,

A-10




New Plans





56,

A-10




Notice of Adverse Recommendation





50,

A-10




Notice of Superior Proposal





50,

A-10




NYSE





15,

A-10




Old Plans





56,

A-10




Open Source Software






A-10




Order






A-10




Owned Real Property





26,

A-10




Parent





1,

A-10




Parent 401(k) Plan





57,

A-10




Parent Capitalization Date





31,

A-10




Parent Common Stock






A-10




Parent Disclosure Letter






A-10




Parent Equity Plans






A-10




Parent ESPP






A-10




Parent Financial Statements





35,

A-10




Parent Material Adverse Effect






A-11




Parent MSPP






A-11




Parent Options






A-11




Parent Organizational Documents






A-11




Parent Permits





34,

A-11




Parent Preferred Stock





31,

A-12




Parent Related Parties





68,

A-12




Parent SEC Documents





34,

A-12




Parent Shares






A-12




Parent Tax Representation Letter





62,

A-12




Parent VDR






A-12




Payoff Letter





59,

A-12




Permitted Events





28,

A-12




Permitted Lien






A-12




Person






A-13




Personal Information






A-13




Privacy Laws






A-13




Proxy Statement





15,

A-13




Real Property Lease






A-13




Registered IP






A-13




Release






A-13




Remedy





46,

A-13




Representatives






A-13




Requisite Stockholder Approval





28,

A-13




Rights






A-14




Rights Agreement






A-14






viii




































































































































































































































Rights Agreement Amendment





29,

A-14




Rollover Equity Awards






8, A-14




Rollover Options





7,

A-14




Rollover PSU Award





8,

A-14




Rollover RSU Award





8,

A-14




Sarbanes-Oxley Act






A-14




SEC






A-14




Secretary





2,

A-14




Section 16 Officer






A-14




Securities Act






A-14




Security Incident






23, A-14




Stockholders’ Meeting





44,

A-14




Subsidiary






A-14




Superior Proposal





52,

A-14




Surviving Corporation





2,

A-14




Tail Coverage





54,

A-14




Tax






A-14




Tax Authority






A-15




Tax Opinion






A-15




Tax Opinion Counsel






A-15




Tax Returns






A-15




Taxes






A-14




Taxing Authority






A-15




Technology






A-15




Termination Date





64,

A-15




Termination Fee






A-15




Third Party






A-15




Treasury Regulations






A-15




WARN Act





21,

A-15






ix











THIS AGREEMENT AND PLAN OF MERGER, dated as of February [ ● ], 2021 (this
“

Agreement

”), is made by and among CoStar Group, Inc. a Delaware corporation (“

Parent”

), Catalina Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“

Acquisition
Sub

”), and CoreLogic, Inc., a Delaware corporation (the “

Company

”).




W


I


T


N


E


S


S


E


T


H

:



WHEREAS, the board of directors of the Company has unanimously (a) approved this
Agreement, the merger (the “

Merger

”) of Acquisition Sub with and into the Company, pursuant to the Delaware General Corporation Law (the “

DGCL

”) upon the terms and subject to the conditions set forth in this
Agreement, and the other transactions contemplated hereby, (b) determined that the Merger and the other transactions contemplated hereby, taken together, are advisable and in the best interests of the Company and its stockholders and
(c) subject to the terms of this Agreement, resolved to recommend the adoption of this Agreement by the Company’s stockholders;



WHEREAS, the boards of directors of each of Parent and Acquisition Sub have unanimously (a) approved this Agreement, the Merger and the
other transactions contemplated hereby, (b) determined that the Merger and the other transactions contemplated hereby, taken together, are advisable and in the best interests of Parent, Acquisition Sub and their respective stockholders, and
(c) recommended the approval of this Agreement by Parent, as Acquisition Sub’s sole stockholder;



WHEREAS, Parent, acting in its
capacity as the sole stockholder of Acquisition Sub, has adopted this Agreement and the consummation of the transactions contemplated hereby, including the Merger;



WHEREAS, each of Parent, Acquisition Sub and the Company desire to make certain representations, warranties, covenants and agreements in
connection with the Merger and also to prescribe various conditions to the Merger;



WHEREAS, the parties hereto intend that for U.S.
federal income tax purposes the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code (the “

Intended Tax Treatment

”); and



WHEREAS, concurrently with the execution and delivery of this Agreement and as a material inducement to Parent’s willingness to enter
into this Agreement, the Company is terminating that certain Agreement and Plan of Merger, dated February 4, 2021, by and among the Company,

Celestial-Saturn

Parent Inc. and

Celestial-Saturn

Merger Sub Inc. (the “

Celestial Merger Agreement

”) in accordance with its terms and the Company will pay in full, the Termination Fee (as defined in the Celestial Merger
Agreement) pursuant to Section 8.3 of the Celestial Merger Agreement.



NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and covenants and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:












ARTICLE I





DEFINITIONS




Section 1.1

Definitions

. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this
Agreement or in

Appendix




A

.




ARTICLE II





THE MERGER




Section 2.1

The Merger

. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the
Effective Time, Acquisition Sub shall be merged with and into the Company, whereupon the separate existence of Acquisition Sub shall cease, and the Company shall continue under the name “CoreLogic, Inc.” as the surviving corporation (the
“

Surviving Corporation

”) and shall continue to be governed by the laws of the State of Delaware.



Section 2.2

The
Closing

. Subject to the provisions of

Article




VII

, the closing of the Merger (the “

Closing

”) shall take place at 9:00 a.m. (New York City time) on a date to be specified by the Company and Parent, but
no later than the third (3

rd

) Business Day after the satisfaction or, to the extent not prohibited by Law, waiver of all of the conditions set forth in

Article




VII

(other
than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent not prohibited by Law, waiver of such conditions), and the Closing shall take place at the offices of Skadden, Arps,
Slate, Meagher & Flom LLP; One Manhattan West; New York, New York 10001, or by the electronic exchange of documents, unless another time, date or place is agreed to in writing by the Company and Parent (such date being the “

Closing
Date

”).



Section 2.3

Effective Time

.



(a) Concurrently with the Closing, each of the Company, Parent and Acquisition Sub shall cause a certificate of merger with respect to the
Merger (the “

Certificate of Merger

”) to be executed, acknowledged, delivered to and filed with the Office of the Secretary of State of the State of Delaware (the “

Secretary

”) as provided under the DGCL. The Merger
shall become effective on the date and time at which the Certificate of Merger has been received for filing by the Secretary (such date and time of filing, or such later time as may be agreed to by Parent, Acquisition Sub and the Company and set
forth in the Certificate of Merger, being hereinafter referred to as the “

Effective Time

”).



(b) The Merger shall have the
effects set forth in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all properties,
rights, privileges, powers and franchises of the Company and Acquisition Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Acquisition Sub shall become the claims, obligations, liabilities, debts and duties of
the Surviving Corporation.





2











Section 2.4

Certificate of Incorporation and Bylaws

. Subject to compliance with

Section




6.6

, at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated to be identical to the certificate of incorporation and bylaws of Acquisition Sub,
until thereafter amended in accordance with the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation and the DGCL, except that (i) in each case, the name of the Surviving Corporation shall be
CoreLogic, Inc. and (ii) the indemnity provisions shall be the same as those under CoreLogic, Inc.’s certificate of incorporation and bylaws, respectively, in each case as in effect immediately prior to the Effective Time.



Section 2.5

Board of Directors

. The board of directors of the Surviving Corporation effective as of, and immediately following,
the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation
until their respective successors shall have been duly elected, designated and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.



Section 2.6

Officers

. From and after the Effective Time, the officers of the Acquisition Sub or such individuals as may be
designated by Parent at the Effective Time shall be the officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law.




ARTICLE III





EFFECT
OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES




Section 3.1

Effect on Securities

. At the Effective Time (or
such other time specified in this

Section




3.1

), by virtue of the Merger and without any action on the part of the Company, Parent, Acquisition Sub or any holder of any securities of the Company or Acquisition Sub or any
other Person:




(a)

Expiration or Cancellation of Company Securities

.
Immediately prior to the Effective Time, all issued and outstanding Rights will expire in their entirety without any payment being made in respect thereof in accordance with the Rights Agreement Amendment. Each share of common stock, par value
$0.00001 per share, of the Company (the “

Company Common Stock

”) held by the Company or any Subsidiary of the Company (including shares held as treasury stock) or held, directly or indirectly, by Parent or Acquisition Sub or any of
their wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as issued or outstanding shares, and no consideration or payment shall be delivered in exchange therefor or
in respect thereof.



(b)

Conversion of Company Securities

. Except as otherwise provided in this Agreement, each share of Company
Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to

Section




3.1(a)

) shall be converted into 0.1019 validly issued, fully paid and nonassessable Parent
Shares (the “

Merger Consideration

” and such ratio, the “

Exchange Ratio

”). Each share of Company Common Stock to be converted into the Merger Consideration as provided in this

Section




3.1(b)

shall no longer be





3











issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “

Certificates

”) or book-entry evidence of shares


Book-Entry Evidence

”) which immediately prior to the Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the Merger Consideration
therefor, including, upon surrender of such Certificates or Book-Entry Evidence in accordance with

Section




3.2

, pursuant to

Section 3.6

, cash in lieu of fractional Parent Shares, if any, into which such shares
of Company Common Stock have been converted pursuant to this

Section


3.1(b)

(the “

Fractional Share Consideration

”), together with the amounts, if any, payable pursuant to

Section




3.2(h)

(the “

Dividend Consideration

”).



(c)

Conversion of Acquisition Sub Capital Stock

. At the Effective Time, by virtue
of the Merger and without any action on the part of the holder thereof, each share of common stock, $0.0001 par value per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into
and become one fully paid,

non-assessable

share of common stock, $0.0001 par value per share, of the Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the
Surviving Corporation.



(d)

Adjustments

. Without limiting the other provisions of this Agreement, if at any time during the period
between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Company Common Stock or Parent Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a
reverse stock split) or similar event, or combination, exchange or readjustment of shares, or any stock dividend with a record date during such period, the Exchange Ratio and the Merger Consideration (and any other similarly dependent items) shall
be equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event. Nothing in this

Section




3.1(d)

shall be construed to permit any party to take any action that is otherwise
prohibited or restricted by any other provision of this Agreement.



Section 3.2

Payment for Securities; Exchange of
Certificates

.



(a)

Designation of Exchange Agent; Deposit of Exchange Fund

. No later than ten (10) days prior to the
Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “

Exchange Agent

”) that is organized and doing business under the laws of the United States, the identity and the terms of
appointment of which to be reasonably acceptable to the Company, to act as exchange agent for the payment of the Aggregate Merger Consideration and any Dividend Consideration, and shall enter into an agreement (the “

Exchange Agent
Agreement

”) relating to the Exchange Agent’s responsibilities with respect thereto, in form and substance reasonably acceptable to the Company. Parent shall deposit, or cause to be deposited with the Exchange Agent, (i) prior to
the Effective Time, (A) evidence of Parent Shares issuable pursuant to

Section




3.1(b)

in book-entry form equal to the aggregate number of Parent Shares included in the Aggregate Merger Consideration (excluding any
Fractional Share Consideration) and (B) cash in immediately available funds in an amount sufficient to pay the aggregate amount of cash included in the Fractional Share Consideration and (ii) as necessary from time to time after the
Effective Time, if applicable, any Dividend Consideration (such evidence of Parent Shares in book-entry form and cash amounts, including any Fractional Share Consideration and Dividend Consideration, the “

Exchange Fund

”). In the
event the Exchange Fund shall be insufficient to make the payments and exchanges contemplated by

Section




3.1(b)

, Parent shall





4











promptly deposit, or cause to be deposited, additional funds or Parent Shares, as applicable, with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make
such payments and exchanges in full. Parent shall cause the Exchange Fund to be (A) held for the benefit of the holders of Company Common Stock and (B) applied promptly to making the payments and exchanges pursuant to

Section




3.1(b)

. The Exchange Fund shall not be used for any purpose other than to fund payments or effect exchanges, as applicable, pursuant to

Section




3.1

, except as expressly provided for in this
Agreement.



(b)

Procedures for Exchange

.



(i)

Certificates.

As promptly as reasonably practicable following the Effective Time and in any event not later than the
second (2

nd

) Business Day thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate that immediately prior to the Effective Time
represented outstanding shares of Company Common Stock (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 proper delivery of the Certificates
(or affidavit of loss in lieu thereof) to the Exchange Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (B) instructions for use in effecting the surrender of the
Certificates in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall be in the form
and have such other provisions as Parent and the Company may reasonably specify) along with any applicable Fractional Share Consideration and the Dividend Consideration.



(ii)

Book-Entry Evidence.

As promptly as reasonably practicable following the Effective Time and in any event not later
than the second (2

nd

) Business Day thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Book-Entry Evidence not held through The Depository
Trust Company (and to deliver to The Depository Trust Company, in the case of holders of Book-Entry Evidence held through The Depository Trust Company) that immediately prior to the Effective Time represented outstanding shares of Company Common
Stock (A) a letter of transmittal, which shall be in the form and have such other provisions as Parent and the Company may reasonably specify, and (B) instructions for returning such letter of transmittal in exchange for the Merger
Consideration into which the number of shares of Company Common Stock previously represented by such Book-Entry Evidence shall have been converted pursuant to this Agreement (which instructions shall be in the form and have such other provisions as
Parent and the Company may reasonably specify) along with any applicable Fractional Share Consideration and the Dividend Consideration. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Evidence shall be
required to deliver a Certificate or, in the case of holders of Book-Entry Evidence held through The Depository Trust Company, an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration, any applicable Fractional
Share Consideration or any applicable Dividend Consideration, that such holder is entitled to receive pursuant to

Section




3.1(b)

,

Section




3.2(h)

and

Section




3.6

.





5











(c)

Timing of Exchange

. Following the Effective Time, upon surrender of a Certificate
(or affidavit of loss in lieu thereof) or Book-Entry Evidence for cancellation to the Exchange Agent, together with, in the case of Certificates and Book-Entry Evidence not held through The Depository Trust Company, a letter of transmittal duly
completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Evidence held through The Depository Trust Company, receipt of an “agent’s message” by the Exchange Agent, and such other
documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Evidence, in exchange for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Evidence, shall be credited
with the Merger Consideration in the stock ledger and other appropriate books and records of Parent and shall be entitled to receive any applicable Fractional Share Consideration and any applicable Dividend Consideration, and the Certificate (or
affidavit of loss in lieu thereof) or Book-Entry Evidence so surrendered shall be forthwith cancelled. The Exchange Agent Agreement shall provide that the Exchange Agent shall accept such Certificates (or affidavit of loss in lieu thereof) or
Book-Entry Evidence upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit
of holders of the Certificates or Book-Entry Evidence on any amounts payable upon the surrender of the Certificates or Book-Entry Evidence.



(d)

Termination of Exchange Fund

. Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates or
Book-Entry Evidence for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon written demand, and any such holders prior to the Merger who have not theretofore complied with this

Article




III

shall thereafter look only to the Surviving Corporation as a general creditor thereof for payment of their claims for Merger Consideration, any applicable Fractional Share Consideration and any applicable Dividend Consideration in respect
thereof, without any interest thereon, subject to abandoned property, escheat or similar Law.



(e)

No Liability

. None of Parent,
Acquisition Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any cash held in the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or
similar Law. The Merger Consideration will become the property of Parent or the Surviving Corporation to the extent it would otherwise escheat to the extent permitted by Law.



(f)

Investment of Exchange Fund

. The Exchange Agent Agreement shall provide that the Exchange Agent shall invest any cash included in
the Exchange Fund as directed by Parent or, after the Effective Time, the Surviving Corporation;

provided

that (i) no such investment (including any losses thereon) shall relieve Parent or the Exchange Agent from making the payments
required by this

Article




III

, and following any losses (or any diminishment of the Exchange Fund for any other reason below the level required to make prompt payment in full of the aggregate amounts required to be paid
pursuant to the terms hereof), Parent shall promptly provide additional amounts to the Exchange Agent for the benefit of the holders of Company Common Stock in the amount of such losses, (ii) no such investment shall have maturities that could
prevent or delay payments to be made pursuant to this Agreement and (iii) all such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United
States of America and backed by the full faith and credit of the United States of America. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as directed by Parent.





6











(g)

Withholding

. Parent, Acquisition Sub, the Exchange Agent and the Surviving
Corporation, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under
applicable Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect
of which such deduction and withholding was made.



(h)

Dividends or Distributions

. All Parent Shares to be issued pursuant to the
Merger shall be deemed issued and outstanding as of the Effective Time and, whenever a dividend or other distribution is declared by Parent in respect of shares of Parent Common Stock, the record date for which is at or after the Effective Time,
that declaration shall include dividends or other distributions in respect of all such issued and outstanding Parent Shares. Subject to the provisions of

Section




3.1(d)

, no dividends or other distributions with respect to
Parent Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate or unexchanged Book-Entry Evidence with respect to the Parent Shares issuable to such holder hereunder, and all such dividends and
other distributions, if any, shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Evidence in accordance
with this Agreement. Subject to applicable Laws and the provisions of

Section




3.1(d)

, following surrender of any such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Evidence, there shall be issued and/or
paid to the holder thereof, without interest, (i)


promptly following the time of such surrender or exchange, the amount of dividends or other distributions with a record date after the Effective Time and with a payment date prior to such
surrender or exchange with respect to the Parent Shares to which such holder is entitled pursuant to this Agreement and (ii)


at the appropriate payment date, the amount of dividends or other distributions with a record date after the
Effective Time but prior to such surrender or exchange and with a payment date subsequent to such surrender or exchange payable with respect to such Parent Shares.



Section 3.3

Company


Equity Awards

.



(a)

Company Options

.



(i) At the Effective Time, each Company Option (whether or not vested) that is outstanding immediately prior to the Effective
Time, other than each Company Option that is held by an individual who, as of immediately prior to the Closing, is no longer an employee or other service provider to the Company or its Subsidiaries (a “

Former Employee Option

”),
shall, automatically and without any required action on the part of the holder thereof, be converted into and thereafter evidence an option to acquire Parent Shares with respect to that number of Parent Shares that is equal to the product of
(x) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number of Parent Shares (after such
conversion, “

Rollover Options

”), at an exercise price per Parent Share equal to the quotient obtained by dividing (A) the per share exercise price of Company Options by (B) the Exchange Ratio, rounded up to the nearest whole
cent.





7











(ii) At the Effective Time, each Former Employee Option (whether or not
vested) that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive a number of Parent Shares equal to the
product of (x) the number of shares of Company Common Stock subject to such Former Employee Option as of immediately prior to the Effective Time and (y) (A) the excess, if any, of the Merger Consideration Value over the exercise price per
share of Company Common Stock applicable to such Former Employee Option, divided by (B) the Merger Consideration Value (the “

Former Employee Option Consideration

”). Parent shall, or shall cause the Surviving Company to, deliver
the Former Employee Option Consideration to each holder of Former Employee Options, less any required withholding Taxes and without interest, within ten (10) Business Days following the Effective Time;

provided

that any such withholding
Taxes required to be paid by or collected on behalf of such holder shall be satisfied by retaining a number of Parent Shares having a fair market value (determined by reference to the closing price of a Parent Share on the Closing Date) equal to the
minimum statutory amount required to be withheld, rounded up to the nearest whole Parent Share.



(b)

Treatment of Company RSUs

. At
the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, other than each Company RSU held by a

non-employee

director of the Company (a “

Director RSU

”),
shall, automatically and without any required action on the part of the holder thereof, be converted into and thereafter evidence an award of restricted stock units (after such conversion, a “

Rollover RSU Award

”) relating to a
number of Parent Shares that is equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU award as of immediately prior to the Effective Time (including any shares of Company Common Stock in respect of
dividend equivalent units credited thereon), multiplied by (ii) the Exchange Ratio, rounded to the nearest whole number of Parent Shares.



(c)

Treatment of Director RSUs

. At the Effective Time, each Director RSU that is outstanding immediately prior to the Effective Time
shall, automatically and without any required actions on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the Merger Consideration per each share of Company Common Stock subject to each such Director RSU
(including any shares of Company Common Stock in respect of dividend equivalent units credited thereon) as provided in

Section




3.1(b)

(the “

Director RSU Consideration

”). Parent shall, or cause the Surviving
Corporation to, deliver the Director RSU Consideration to each holder of Director RSUs within ten (10) Business Days following the Effective Time. Notwithstanding anything herein to the contrary, with respect to any Director RSU that
constitutes nonqualified deferred compensation subject to Section 409A of the Code and that the Company determines prior to the Effective Time is not eligible to be terminated in accordance with Treasury Regulation

Section 1.409A-3(j)(4)(ix)(B),

such payment will be made at the earliest time permitted under the applicable Company Equity Plan that will not trigger a Tax or penalty under Section 409A of the Code.





8











(d)

Treatment of Company PSUs

. At the Effective Time, each Company PSU that is
outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be converted into and thereafter evidence an award of time-based stock units (after such conversion, a
“

Rollover PSU Award

” and together with the Rollover Options and Rollover RSU Awards, the “

Rollover Equity Awards

”) relating to a number of Parent Shares that is equal to the product of (i) the number of shares
of Company Common Stock subject to such Company PSU award based on the attainment of the applicable performance metrics at the greater of the target or actual level of performance, as determined by the Administrator (as defined in the applicable
Company Equity Plan) consistent with past practice as of immediately prior to the Effective Time (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon), multiplied by (ii) the Exchange Ratio,
rounded to the nearest whole number of Parent Shares.



(e)

Certain Actions of the Parties

. Following the Effective Time, each
Rollover Equity Award shall be subject to the same terms and conditions as had applied to the corresponding Company Equity Award as of immediately prior to the Effective Time, except that any performance metrics applicable to such Company Equity
Awards shall no longer apply from and after the Effective Time. Prior to the Effective Time, the parties shall take all actions that Parent and the Company determine are reasonably necessary or desirable to effectuate the provisions of this

Section




3.3

, including obtaining board or committee consents or adopting or assuming a Company Equity Plan by Parent and, if requested by Parent, terminating any Company Equity Plan effective as of the Effective Time. At or
prior to the Effective Time, Parent shall take all actions reasonably necessary to reserve for issuance a number of Parent Shares in respect of each Rollover Equity Award. At or prior to the Effective Time, Parent shall file a registration statement
on Form

S-8

with respect to the Parent Shares subject to each Rollover Equity Award held by individuals who are providing services to Parent or its subsidiaries as of the Closing and Parent shall include on
the Form

S-4,

the Parent Shares subject to each Rollover Equity Award (other than a Rollover Option) held by individuals who are not providing services to Parent or its subsidiaries as of the Closing. The
Company shall assist Parent in the preparation of such registration statement and provide Parent with all information reasonably requested by Parent for such preparation.



(f)

Treatment of Company ESPP

. As soon as practicable following the date of this Agreement, the Company shall take all actions as may be
required to provide that (i) the Offering Period (as defined in the Company ESPP) in effect as of the date hereof shall be the final Offering Period (such period, the “

Final Offering Period

”) and no further Offering Period
shall commence pursuant to the Company ESPP after the date hereof, and (ii) each individual participating in the Final Offering Period on the date of this Agreement shall not be permitted to (A) increase his or her payroll contribution
rate pursuant to the Company ESPP from the rate in effect when the Final Offering Period commenced or (B) make separate

non-payroll

contributions to the Company ESPP on or following the date of this
Agreement. Prior to the Effective Time, the Company shall take all actions that may be necessary to (x) cause the Final Offering Period, to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than
ten (10) Business Days prior to the date on which the Effective Time occurs; (y) make any pro rata adjustments that may be necessary to reflect the Final Offering Period, but otherwise treat the Final Offering Period as a fully effective
and completed Offering Period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) Business Days prior to the





9











date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, the Company shall apply the funds credited as of such date
pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP, and such shares of Company Common Stock shall be
entitled to the Merger Consideration in accordance with

Section




3.1(b)

. As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the preceding sentence, the Company shall return
to each participant the funds, if any, that remain in such participant’s account after such purchase. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), the Company shall terminate the
Company ESPP. To the extent required by the Company ESPP, the Company shall provide notice to all Company ESPP participants describing the treatment of the Company ESPP pursuant to this

Section




3.3(f)

.



Section 3.4

Lost Certificates

. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit,
in form and substance reasonably acceptable to Parent and the Company, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such Person of a
bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or
destroyed Certificate, the Merger Consideration, any applicable Fractional Share Consideration and any applicable Dividend Consideration to which the holder thereof is entitled pursuant to this

Article




III

.



Section 3.5

Transfers; No Further Ownership Rights

. From and after the Effective Time, there shall be no registration of transfers
on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If Certificates or Book-Entry Evidence are presented to the Surviving Corporation, Parent or Exchange Agent
for transfer following the Effective Time, they shall be cancelled against delivery of the applicable Merger Consideration (and, as applicable, any Fractional Share Consideration and any Dividend Consideration) as provided for in

Section




3.1(b)

for each share of Company Common Stock formerly represented by such Certificates or Book-Entry Evidence. Payment of the Merger Consideration (and, as applicable, any Fractional Share Consideration and any
Dividend Consideration) in accordance with the terms of this

Article




III

, and, if applicable, any unclaimed dividends upon the surrender of Certificates, shall be deemed to have been paid in full satisfaction of all rights
pertaining to the shares of Company Common Stock formerly represented by such Certificates or Book-Entry Evidence.



Section 3.6

Fractional Shares

. No fractional Parent Shares shall be issued in connection with the Merger, no certificate or scrip representing fractional Parent Shares shall be issued upon the surrender for exchange of Certificates or Book-Entry
Evidence, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock
converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a Parent Share (after aggregating all shares represented by the Certificates and Book-Entry Evidence delivered by such holder) shall receive, in lieu
thereof and upon surrender of any right thereto, cash, rounded to the nearest whole cent and without interest, in an amount equal to such fraction, multiplied by the volume weighted average

per-share

price (as
reported by





10











Bloomberg), rounded to the nearest cent, of Parent Shares on Nasdaq during the ten (10) full trading days ending on (and including) the trading day immediately preceding the Closing Date. As
soon as practicable after the Effective Time and the determination of the aggregate Fractional Share Consideration, the Exchange Agent shall make available the Fractional Share Consideration to such holders, subject to and in accordance with

Section




3.2

.




ARTICLE IV





REPRESENTATIONS AND WARRANTIES OF THE COMPANY




Except as disclosed in (i) the Company SEC Documents filed or furnished on or after January 1, 2019 and publicly available prior to
the date hereof only to the extent it is reasonably apparent on its face that such disclosure is relevant to this

Article




IV

(and excluding any disclosures contained under the captions “Risk Factors” or
“Forward-Looking Statements,” and any other disclosures to the extent that they are predictive, cautionary or forward-looking in nature), but it being understood that this clause (i) shall not be applicable to

Section




4.2(a)

,

Section




4.2(b)

,

Section




4.2(c)

,

Section




4.24

or

Section




4.25

, or (ii) the corresponding sections
of the Company Disclosure Letter (subject to

Section




9.3(b)

), the Company hereby represents and warrants to Parent as of the date hereof as follows:



Section 4.1

Organization and Qualification; Subsidiaries

.



(a) Each of the Company and its Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and (to the extent
applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite entity power and authority to conduct its business as it is now being conducted, except where the failure to be in good
standing or to have such power and authority would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and (to the extent applicable) is in good standing in each
jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent applicable) in good standing would not have a Company
Material Adverse Effect. The Company’s amended and restated certificate of incorporation (the “

Company Charter

”) and amended and restated bylaws (the “

Company Bylaws

”), as currently in effect, are included in
the Company SEC Documents.



(b)

Section




4.1(b)

of the Company Disclosure Letter sets forth as of the date hereof
a true, correct and complete list of the Company’s Subsidiaries, together with the jurisdiction of organization or incorporation, as the case may be, of each Subsidiary of the Company.



Section 4.2

Capitalization

.



(a) As of the close of business on February [ ● ], 2021 (the “

Capitalization Date

”), the authorized capital
stock of the Company consists of (i) 180,000,000 shares of Company Common Stock, (A) [73,152,120] of which were issued and outstanding (each together with the Rights issued pursuant to the Rights Agreement) and (B) none of which were held
in treasury, and (ii) 500,000 shares of preferred stock, par value $0.00001 per share, of which 100,000





11











shares were classified as Series A Junior Participating Preferred Stock (collectively, the “

Company Preferred Stock

”) and no shares of Company Preferred Stock were issued and
outstanding. As of the date hereof, none of the Company’s Subsidiaries own any shares of Company Common Stock or have any option or warrant to purchase any shares of Company Common Stock or any other Equity Interest in the Company. All of the
outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.



(b) As of the close of business on the Capitalization Date, the Company has no shares of Company Common Stock or shares of Company Preferred
Stock subject to or reserved for issuance, except for (i) [158,104] shares of Company Common Stock subject to outstanding Company Options (of which, [158,104] shares of Company Common Stock are subject to a Company Option that is exercisable), (ii)
[1,190,497] shares of Company Common Stock subject to outstanding Company RSUs (of which, [49,908] shares of Company Common Stock are subject to Director RSUs), (iii) [671,225] shares of Company Common Stock subject to outstanding Company PSUs (with
Company PSUs measured at the target level of performance), (iv) [11,554] shares of Company Common Stock subject to outstanding purchase rights under the Company ESPP (assuming the purchase of shares of Company Common Stock with accumulated payroll
contributions in the United States as of the Capitalization Date and in accordance with the terms of the Company ESPP), (v) [372,898] shares of Company Common Stock reserved for future issuance under the Company ESPP, (vi) [13,380,931] shares of
Company Common Stock reserved for future issuance under the Company Equity Plan for awards not yet granted and (vii) 100,000 shares designated as Series A Junior Participating Preferred Stock and reserved for issuance under the Rights Agreement. All
shares of Company Common Stock subject to issuance under the Company Equity Plan, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized,
validly issued, fully paid, nonassessable and free of preemptive rights, as applicable. The Company has provided Parent a list (the “

Equity Award Schedule

”), as of the Capitalization Date, of all outstanding Company Equity Awards,
including the type of Company Equity Award, the Company Equity Plan that such Company Equity Award was issued under, the name (or, to the extent prohibited by applicable Law, employee identification number) of the holder of such Company Equity
Award, the number of shares of Company Common Stock subject to such Company Equity Award (and, for Company PSUs, the number of shares of Company Common Stock issuable based on the attainment of target level of performance and maximum level of
performance), the exercise price and expiration date with respect thereto, if any, the applicable grant date thereof, the applicable vesting schedule with respect thereto (including whether the Company Equity Award would become vested solely as a
result of the consummation of the Merger), any unpaid dividend equivalents and whether or not the applicable Company Equity Award was granted to such holder in his or her capacity as a current or former employee of the Company or any of its
Subsidiaries. As of the Capitalization Date, there are no declared or unpaid dividends or dividend equivalents with respect to any outstanding shares of Company Common Stock, Company Options, Company RSUs, or Company PSUs. The Company shall provide
Parent with an updated Equity Award Schedule within three (3) Business Days prior to the anticipated Closing Date to reflect any changes occurring between the Capitalization Date and the applicable date of delivery.





12











(c) As of the close of business on the Capitalization Date, other than the Company Equity
Awards, the Rights and the Rights Agreement or as otherwise set forth in this

Section




4.2

, there were no existing and outstanding Equity Interests or other options, warrants, calls, subscriptions or other rights,
convertible securities, awards of equity-based compensation (including phantom stock), agreements or arrangements of any character (or any obligations to enter into such agreements or arrangements), relating to or based on the value of any Equity
Interests of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, acquire, transfer, exchange, sell or register for sale any Equity Interests of the Company or any of its Subsidiaries. Since the close
of business on the Capitalization Date to the date hereof, the Company has not issued any shares of Company Common Stock, Company Equity Awards or other Equity Interests (including shares of Company Preferred Stock) other than shares of Company
Common Stock issued upon the exercise or settlement of Company Equity Awards outstanding as of the close of business on the Capitalization Date in accordance with their terms.




(d) Other than the Rights and the Rights Agreement and any agreements solely between and among the Company and any of its Subsidiaries or
solely between and among two or more Subsidiaries of the Company, there are no stockholders agreements, voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of
shares of Company Common Stock or other Equity Interests of the Company or any of its Subsidiaries requiring the redemption or repurchase of, or containing any right of first refusal with respect to, or granting any preemptive rights with respect
to, any shares of Company Common Stock or other Equity Interests of the Company or any of its Subsidiaries. Except as set forth in this

Section




4.2

, there are no obligations (whether outstanding or authorized) of the
Company or any of its Subsidiaries to provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company.



(e) There are no outstanding bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which holders of shares of Company Common Stock may vote.



(f) All
of the outstanding Equity Interests of each of the Company’s Subsidiaries are owned of record and beneficially, directly or indirectly, by the Company or the relevant wholly owned Subsidiary and free and clear of all material Liens except for
restrictions imposed by applicable securities Laws and Permitted Liens.



(g) Neither the Company nor any of its Subsidiaries owns any
interest or investment (whether equity or debt) in any corporation, partnership, joint venture, trust or other entity, other than a Subsidiary of the Company, which interest or investment is material to the Company and its Subsidiaries, taken as a
whole.





13











Section 4.3

Authority Relative to Agreement

.



(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Requisite
Stockholder Approval and the occurrence of the stockholder advisory vote contemplated by Rule

14a-21(c)

under the Exchange Act, regardless of the outcome of such advisory vote (the “

Company Stockholder
Advisory Vote

”), to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by the Company, and the consummation by the
Company of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary corporate action by the Company, and except for the Requisite Stockholder Approval and the occurrence of the Company Stockholder
Advisory Vote, no other corporate Action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this
Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in
effect, affecting creditors’ rights and remedies generally and (ii) the 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 (the “

Enforceability Exceptions

”).



(b) The board of directors of the
Company, at a meeting duly called and held, has unanimously (i) approved, adopted and declared advisable this Agreement, the transactions contemplated hereby, (ii) determined that this Agreement, the transactions contemplated hereby are
advisable, fair to and in the best interests of the Company and its stockholders, (iii) resolved to make the Company Recommendation (

provided

that any change, modification or rescission of such recommendation by the board of directors of
the Company in accordance with

Section




6.5

shall not be a breach of the representation in clause (iii)), (iv) approved, adopted and declared advisable the Rights Agreement Amendment, and (v) directed that this
Agreement be submitted to the stockholders of the Company for its adoption at the Stockholders’ Meeting.



Section 4.4

No
Conflict; Required Filings and Consents

.



(a) None of the execution, delivery or performance of this Agreement by the Company or the
consummation by the Company of the transactions contemplated hereby will (i) conflict with or violate any provision of the Company Charter or Company Bylaws, (ii) assuming that the Consents, registrations, declarations, filings and notices
referred to in

Section




4.4(b)

have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Law
applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, violate, conflict with, result in any breach
of or constitute a default under (with or without notice or lapse of time, or both), or any loss of any material benefit under, or give rise to any right of termination, amendment, acceleration or cancellation of, any Company Material Contract, or
result in the creation of a Lien (other than Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii) any such conflict, violation,
breach, default, termination, amendment, acceleration or cancellation that would not have a Company Material Adverse Effect.





14











(b) No consent, approval, license, permit, Order or authorization (a
“

Consent

”) of, or registration, declaration or filing with, or notice to, any Governmental Authority (with or without notice or lapse of time, or both) is required to be obtained or made by or with respect to the Company or any of
its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing with the SEC of a proxy statement in definitive form relating
to the matters to be submitted to the Company’s stockholders at the Stockholders’ Meeting (such proxy statement, and any amendments or supplements thereto, the “

Proxy Statement

”) and the filing with the SEC, and
declaration of effectiveness under the Securities Act, of a registration statement on Form

S-4

to be filed by Parent with respect to the issuance and registration of the Parent Shares in the Merger, in which
the Proxy Statement will be included as a prospectus (such Form

S-4,

and any amendments or supplements thereto, the “

Form

S-4


”), (ii) the filing of the
Certificate of Merger with the Secretary and appropriate documents with the relevant authorities of the other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (iii) applicable reporting or other
requirements of or filings under applicable securities Laws or corporation or Blue Sky Laws of various states, including pursuant to the applicable requirements of the Securities Act and the Exchange Act, (iv) such filings as may be required in
connection with any Taxes, (v) such filings as may be required under the rules and regulations of The New York Stock Exchange (the “

NYSE

”), (vi) such other items required solely by reason of the participation of Parent or
Acquisition Sub in the transactions contemplated hereby, (vii) compliance with and filings or notifications under the HSR Act or other Antitrust Laws and (viii) such other Consents, registrations, declarations, filings or notices the
failure of which to be obtained or made would not have a Company Material Adverse Effect.



Section 4.5

Permits; Compliance With
Laws

.



(a) The Company and its Subsidiaries (i) are in possession of all authorizations, franchises, grants, easements, variances,
exemptions, exceptions, permissions, Consents and certificates of any Governmental Authority (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for the Company and its Subsidiaries to
conduct their businesses as currently conducted (clauses (i) and (ii), collectively, the “

Company Permits

”), and all Company Permits are in full force and effect and no suspension, modification, or cancellation of any of the
Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension, modification or cancellation of, any of the Company Permits would not have
a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, except where the failure to be in compliance would not have a Company Material Adverse
Effect.



(b) None of the Company or any of its Subsidiaries is in conflict with, in default under or in violation of any Law applicable to
the Company or any of its Subsidiaries, except for any such conflicts, defaults or violations that would not have a Company Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty in

Section




4.5(a)

or this

Section




4.5(b)

is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial
reporting,” employee benefits matters, Intellectual Property Rights matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in

Section




4.6

(Company SEC Documents; Financial
Statements),

Section




4.8

(Disclosure Controls and Procedures),

Section




4.12

(Employee Benefit Plans),

Section




4.14

(Intellectual Property Rights),

Section




4.16

(Taxes),

Section




4.18

(Real Property) and

Section




4.19

(Environmental), respectively.






15











Section 4.6

Company SEC Documents; Financial Statements

.



(a) Since January 1, 2019, the Company has, in all material respects, timely filed or furnished with the SEC all forms, documents and
reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, as the case may be (such documents and any other documents filed or furnished by the Company with the SEC, as have
been supplemented, modified or amended since the time of filing, collectively, the “

Company SEC Documents

”). As of their respective filing dates, or, if supplemented, modified or amended, as of the date of the last such supplement,
modification or amendment, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act, as the case may be, and the applicable rules and regulations
of the SEC promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Company SEC Documents at the time it was filed (or, if supplemented, modified or amended, as of the date of the last
supplement, modification or amendment) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, or are to be made, not misleading;

provided

,

however

, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or
furnished by the Company with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff
of the SEC received by the Company or any of its Subsidiaries relating to the Company SEC Documents. To the Knowledge of the Company as of the date hereof, none of the Company SEC Documents are the subject of ongoing SEC review or outstanding SEC
investigation.



(b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company
and its consolidated Subsidiaries (including all related notes) included in the Company SEC Documents (collectively, the “

Company Financial Statements

”) fairly present in all material respects the consolidated financial position and
the consolidated statements of operations, cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries, taken as a whole, as of the dates thereof and for the respective periods referred to therein, as
applicable (subject, in the case of unaudited interim statements, to normal and recurring

year-end

audit adjustments, none of which would be material, individually or in the aggregate, the absence of notes and
any other adjustments described therein, including in any notes thereto) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form

10-Q,

Form

8-K

or any successor form or other rules under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).



(c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet
arrangements” (as defined in Item 303(a) of Regulation

S-K

promulgated by the SEC), where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving,
or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents.





16











Section 4.7

Form

S-4;

Proxy Statement

.
The Proxy Statement and the Form

S-4,

will not, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Stockholders’ Meeting, with respect to the Proxy
Statement, or at the time the Form

S-4

is filed and the date it is declared effective or any post-effective amendment thereto is filed or is declared effective and at the Effective Time, with respect to the
Form

S-4,

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they are made, not misleading, except that no representation or warranty is made by the Company with regards to statements made therein based on information supplied by or on behalf of Parent or Acquisition Sub (or any of their Affiliates) for
inclusion therein. The Proxy Statement and the Form

S-4,

each will, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act.



Section 4.8

Disclosure 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

promulgated under the Exchange Act) as
required by Rule

13a-15

promulgated under the Exchange Act intended to (i) provide reasonable assurances regarding the reliability of financial reporting for the Company and its Subsidiaries and the
preparation of financial statements for external purposes in accordance with GAAP and (ii) ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The
Company has disclosed, based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, to the Company’s auditors and the audit committee of the board of directors of the Company
(a) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule

13a-15(f)

under the Exchange Act) that are
reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (b) to the Knowledge of the Company, any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, since January


1, 2019, if any, has been
disclosed or made available to Parent prior to the date hereof.



(b) Neither the Company nor any of its Subsidiaries has made any
prohibited loans to any executive officer of the Company (as defined in Rule

3b-7

under the Exchange Act) or director of the Company. There are no outstanding loans or other extensions of credit made by the
Company or any of its Subsidiaries to any executive officer of the Company (as defined in Rule

3b-7

under the Exchange Act) or director of the Company.





17











Section 4.9

Absence of Certain Changes or Events

. From January 1, 2020 to
the date of this Agreement:



(a) the businesses of the Company and its Subsidiaries have been conducted in all material respects in the
ordinary course of business consistent with past practice; and



(b) there has not been any adverse change, event, effect or circumstance
that has had a Company Material Adverse Effect.



Section 4.10

No Undisclosed Liabilities

. Except for those liabilities and
obligations (a) as reflected, disclosed or reserved against in the Company Financial Statements filed prior to the date hereof in the Company SEC Documents, (b) incurred in the ordinary course of business since September 30, 2020, (c)
that have not had a Company Material Adverse Effect or (d) as set forth in

Section




4.10

of the Company Disclosure Letter, as of the date hereof, the Company and its Subsidiaries do not have any liabilities or
obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or in the notes thereto) of the Company.



Section 4.11

Litigation

. Except as set forth in

Section




4.11

of the Company Disclosure Letter, as of the
date hereof, there is no Action pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, that, would have a Company Material Adverse Effect, nor is there any Order of any Governmental Authority
outstanding against, or, to the Knowledge of the Company, investigation by any Governmental Authority involving, the Company or any of its Subsidiaries that would have a Company Material Adverse Effect or would reasonably be expected to prevent,
materially delay or materially impair the ability of the Company to fulfill its obligations under this Agreement or consummate the transactions contemplated hereby. As of the date hereof, there is no Action pending or, to the Knowledge of the
Company, threatened seeking to prevent, enjoin, modify, materially delay or challenge the Merger or any of the other transactions contemplated by this Agreement.



Section 4.12

Employee Benefit Plans

.



(a)

Section




4.12(a)

of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of
each material Company Benefit Plan (which list may, with respect to those material Company Benefit Plans that are individual offer letters for

“at-will”

employment and that do not contain severance
or change in control benefits, reference a form of such Company Benefit Plan). The Company has made available to Parent a true and complete copy of each material Company Benefit Plan and all amendments thereto and a true and complete copy of the
following items (in each case, only if applicable): (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed annual report filed with any
Governmental Authority (including on IRS Form 5500) and (iv) the most recently received letter from a Governmental Authority regarding the

tax-qualified

status of the Company Benefit Plan (including any
IRS determination letter or IRS opinion letter).





18











(b) Except as would not have a Company Material Adverse Effect, (i) each of the Company
Benefit Plans has been, maintained, operated, administered and funded in accordance with its terms and in compliance with applicable Laws, (ii) no proceeding (other than routine claims for benefits and including an audit, action, suit,
litigation, arbitration, or investigation) is pending against or involves or, to the Knowledge of the Company, is threatened against or reasonably expected to involve, any Company Benefit Plan before any court or arbitrator or any Governmental
Authority, (iii) payments required to be paid by the Company or any of its Subsidiaries pursuant to the terms of a Company Benefit Plan or by applicable Law (including, all contributions and insurance premiums) have been made or provided for by
the Company or its Subsidiaries in accordance with the provisions of such Company Benefit Plan or applicable Law or, if not yet due, accrued to the extent required by, and in accordance with, GAAP, and (iv) no

non-exempt

“prohibited transaction,” within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or is reasonably expected to occur with respect to the Company
Benefit Plans.



(c) (i) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a
favorable determination letter from the IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, or with respect to a prototype Company Benefit Plan, the prototype sponsor has received a favorable IRS opinion
letter, or the Company Benefit Plan or prototype sponsor has remaining a period of time under applicable Code regulations or pronouncements of the IRS in which to apply for such a letter and make any amendments necessary to obtain a favorable
determination or opinion as to the qualified status of each such Company Benefit Plan, and (ii) to the Knowledge of the Company, no event has occurred since the most recent determination or opinion letter or application therefor relating to any
such Company Benefit Plan that would reasonably be expected to adversely affect the qualification of such Company Benefit Plan.



(d)
Neither the Company nor any of its ERISA Affiliates (nor any predecessor of any such entity) currently sponsors, maintains, administers or contributes to, has any obligation to contribute to or has any actual or potential liability in respect of, or
has within the previous six (6) years sponsored, maintained, administered or contributed to (or had any obligation to contribute to within the previous six (6) years), (i) a plan subject to Title IV of ERISA, Section 302 of ERISA or
Section 412 of the Code; (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA); (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the
Code); or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA).



(e)
Neither the execution or delivery of this Agreement nor the consummation of the Merger will (either alone or in connection with any other event) (i) except as expressly provided in this Agreement, entitle any current or former director,
employee, consultant or independent contractor of the Company or any of its Subsidiaries to any material payment or benefit, (ii) materially increase the amount or value of any benefit or compensation or other obligation payable or required to
be provided to any such director, employee, consultant or independent contractor of the Company or its Subsidiaries or (iii) except as expressly provided in this Agreement, accelerate the time of payment or vesting of amounts due any such
director, employee, consultant or independent contractor or accelerate the time of any funding (whether to a trust or otherwise) of compensation or benefits in respect of any of the Company Benefit Plans.





19











(f) Except as would not have a Company Material Adverse Effect, none of the Company or its
Subsidiaries has any material obligations for post-retirement health, death, life insurance or other welfare benefits under any Company Benefit Plan (other than for continuation coverage required to be provided pursuant to Section 4980B of the
Code).



(g) There is no Contract, agreement, plan or arrangement which requires the Company or its Subsidiaries to pay a Tax

gross-up

or Tax reimbursement payment to any Person.



(h) No amount or benefit that has been or could be
received (including by the vesting of property) by any current or former employee, consultant, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in
Treasury Regulation

Section 1.280G-1)

could be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code) as a result of any of the
transactions contemplated by this Agreement.



(i) Except as would not have a Company Material Adverse Effect, all Company Benefit Plans
that are subject to the laws of any jurisdiction outside the United States (i) have obtained from the Governmental Authority having jurisdiction, with respect to such Company Benefit Plans, any determination or registration required in order to
give effect to such Company Benefit Plan, (ii) if they are intended to qualify for special Tax treatment, satisfy in all material respects the requirements for such treatment and (iii) to the extent providing pension, termination
indemnities, long-service awards, post-termination welfare benefits or similar payments or benefits, are fully funded or book reserved, as applicable, in accordance with GAAP.



(j) Except as would not reasonably result in a material Liability to the Company, each Company Benefit Plan that constitutes a
“nonqualified deferred compensation plan” within the meaning of Section 409A of the Code has been documented and operated in compliance with Section 409A of the Code since January 1, 2009. Neither the Company nor any of its
Subsidiaries is or has at any time been the employer or connected with or an associate of (as those terms are used in the Pensions Act 2004 of the United Kingdom) the employer of a UK defined benefit pension plan.



(k) Neither the Company nor any of its Subsidiaries has deferred any Taxes under Section 2302 of the CARES Act or claimed any Tax credit
under Section 2301 of the CARES Act, similar law or executive order of the President of the United States or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended.



Section 4.13

Labor Matters

.



(a) Except as set forth in

Section




4.13(a)

of the Company Disclosure Letter, neither the Company nor any of its
Subsidiaries is a party to or bound by any works council, collective bargaining or other collective labor agreement, other than industry-wide agreements outside of the United States. Neither the Company nor any of its Subsidiaries is in material
breach of any obligation to consult with or provide information to any works council, labor union or other labor or employee organization in connection with the execution of this Agreement or the consummation of the transactions contemplated or
required hereby. Except as would not have a Company Material Adverse Effect, there are no labor related strikes, walkouts, lockouts,





20











grievances, work stoppages or other labor disputes pending or, to the Knowledge of the Company, threatened in writing, and, since January 1, 2019, neither the Company nor any of its
Subsidiaries has experienced any such labor related strike, walkout, lockout, grievance, work stoppage or other labor dispute. To the Knowledge of the Company, there is no pending or threatened organizing campaign, and no labor union or works
council has made a pending written demand for recognition or certification, in each case, with respect to any employees of the Company or any of its Subsidiaries.



(b) The Company and its Subsidiaries have no outstanding material liability related to violations of the Worker Adjustment Retraining and
Notification Act of 1988 (the “

WARN Act

”), or any similar state or local plant closing or mass layoff statute, rule or regulation occurring in the two (2) years prior to the date hereof.



Section 4.14

Intellectual Property Rights


; IT Systems

.



(a) All Registered IP owned or purported to be owned by the Company or any of its Subsidiaries is subsisting, and, to the Company’s
Knowledge, valid and enforceable. No Registered IP included in the Company Intellectual Property is currently involved in any interference, opposition, reissue, reexamination, revocation, or equivalent inter partes proceeding, in which the scope,
validity or enforceability of any such Registered IP is being contested or challenged in any material respect.



(b) Except as would not
have a Company Material Adverse Effect, (i) the Company and its Subsidiaries own, or have the right to use in the manner currently used, all Intellectual Property that is material to the business of the Company and its Subsidiaries as currently
conducted, (ii) neither the Company nor any of its Subsidiaries has received, in the twelve (12) months preceding the date hereof, any written charge, complaint, claim, demand or notice (excluding ex parte reviews during prosecution of
registrations or applications) challenging the validity of any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries (the “

Company Intellectual Property

”) and (iii) the Company and its
Subsidiaries own all right, title and interest in and to the Company Intellectual Property free and clear of any Liens other than Permitted Liens.



(c) The conduct of the business of the Company and its Subsidiaries as conducted in the prior two (2) years and as currently conducted
does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights (other than patent rights) of any other Person, except for any such infringement, misappropriation or other violation that would not have a Company Material
Adverse Effect; and to the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries as conducted in the prior two (2) years and as currently conducted does not infringe upon the patent rights of any other
Person, except for any such infringement that would not have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries has received, in the two (2) years preceding the date hereof, any written charge, complaint, claim,
demand or notice alleging any such infringement, misappropriation or other violation by the Company or any of its Subsidiaries that has not been settled or otherwise fully resolved, except for any such infringement, misappropriation or other
violation that would not have a Company Material Adverse Effect. To the Knowledge of the Company, as of the date hereof, no other Person is infringing, misappropriating or otherwise violating any Company





21











Intellectual Property, except for any such infringement, misappropriation or other violation as would not have a Company Material Adverse Effect. This

Section




4.14(c)

constitutes the only representation and warranty of the Company with respect to any actual or alleged infringement, misappropriation or other violation of any Intellectual Property Rights of any other Person.



(d) Except as would not have a Company Material Adverse Effect, no Company Product contains any “back door,” “drop dead
device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to
have, or capable of performing or facilitating, any of the following functions: (i) materially disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or
network or other device on which such code is stored or installed; or (ii) materially compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent (collectively,
“

Malicious Code

”). The Company and its Subsidiaries have made reasonable efforts to implement measures designed to prevent the introduction of Malicious Code into Company Products, including firewall protections and regular virus
scans.



(e) Except as would not have a Company Material Adverse Effect, no material Company Product is subject to any “copyleft”
or other obligation or condition (including any obligation or condition under any Open Source Software license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that (i) require (A) the disclosure, licensing,
or distribution of any source code that comprises material Company Intellectual Property for a Company Product or any portion thereof, (B) the granting to licensees of the right to reverse engineer or make derivative works or other
modifications to such material Company Intellectual Property for a Company Product or portions thereof, (C) licensing or otherwise distributing or making available material Company Intellectual Property for a Company Product or any portion
thereof for a nominal fee or charge or (D) granting any rights in material Company Intellectual Property to any licensee or other third party, or (ii) would otherwise impose any material limitation, restriction, or condition on the right
or ability of any the Company or any of its Subsidiaries to use, license distribute or charge for any Company Product or any material Company Intellectual Property therein.



Section 4.15

Data Privacy and Security

.



(a) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries and, to the Knowledge of the Company, all
vendors, processors, or other third parties processing or otherwise with authorization to access Personal Information of the Company and its Subsidiaries are in compliance with all Privacy Laws, Company Privacy Policies and Company Privacy Contracts
(collectively, the “

Company Privacy Commitments

”).



(b) Except as would not have a Company Material Adverse Effect, to the
extent required under Company Privacy Commitments, the Company and its Subsidiaries (A) have implemented and maintain complete, accurate and up to date records of (i) all processing activities of Personal Information (including all consent
and authorizations collected by the Company or its Subsidiaries in relation to such processing) and (ii) responses to requests from individuals requesting access, rectification or deletion of Personal Information or other exercise of rights
under Privacy Laws, and (B) carry out, and maintain complete, accurate and up to date records of, privacy impact assessments.





22











(c) Except as would not have a material impact on the Company and its Subsidiaries, all
Personal Information processed by the Company or its Subsidiaries has been collected lawfully and can be used in the manner used by the Company without breaching any Company Privacy Commitments. The Company and its Subsidiaries have posted and made
available on its websites, mobile applications and internal regulations a Company Privacy Policy in material conformance with Privacy Laws. All Company Privacy Policies are consistent with the actual practices of the Company and its Subsidiaries
with respect to the processing of Personal Information in all material respects.



(d) Except as would not have a material impact on the
Company and its Subsidiaries, the Company and its Subsidiaries have taken reasonable steps to implement administrative, physical and technical safeguards (including disaster recovery plans, data backup, data storage and system redundancy procedures)
designed to (i) protect and maintain the confidentiality, integrity and security of Personal Information and any information technology systems owned by the Company or its Subsidiaries against any accidental or unauthorized control, use,
access, disclosure, interruption, modification, destruction, comprise or corruption (a “

Security Incident

”); (ii) identify and address internal and external risks to the privacy and security of Personal Information in their
possession or control; and (iii) provide prompt notification in compliance with Privacy Laws in the case of Security Incident.



(e)
Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, since January 1, 2019, there have been no material Security Incidents. Except as would not have a material impact on the Company and its Subsidiaries,
there have not been any material Action against the Company or its Subsidiaries by any Person or Governmental Authority regarding a violation of Privacy Laws.



(f) Except as would not have a Company Material Adverse Effect, to the extent required under the Company Privacy Commitments, the Company and
its Subsidiaries have in place written Contracts, sufficient for the Company’s and its Subsidiaries’ compliance with Company Privacy Commitments with: (i) all of their customers regarding the Company’s or its Subsidiaries’
processing of Personal Information on behalf of such customers; and (ii) entities to which the Company and its Subsidiaries disclose Personal Information. Except as would not have a Company Material Adverse Effect, neither the Company nor its
Subsidiaries have transferred or permitted the transfer of Personal Information originating in the EEA to outside the EEA, or otherwise across jurisdictional borders, except where such transfers have complied with the requirements of the Company
Privacy Commitments.



Section 4.16

Taxes

.




(a) Except as would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have timely filed or caused
to be filed all Tax Returns required to be filed by or with respect to any of them; (ii) each of such filed Tax Returns (taking into account all amendments thereto) is true, complete and accurate in all material respects; (iii) all
material Taxes due and owing by the Company and each of its Subsidiaries (whether or not





23











shown to be due on any Tax Returns) have been timely paid in full, except for Taxes being contested in good faith and for which adequate reserves in accordance with GAAP have been provided on the
Company’s consolidated financial statements; and (iv) no material claim has ever been made by a Tax Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a Tax Return that such entity is or may be subject
to taxation by that jurisdiction in respect of Taxes that would be covered by or the subject of such Tax Return.



(b) Except as would not
have a Company Material Adverse Effect, (i) within the last four (4) years, neither the Company nor any of its Subsidiaries has received written notice of any audit, assessment, examination or other Action from any Taxing Authority and
there are no pending or threatened audits, assessments, examinations or other Actions from any Taxing Authority in writing, in each case, in respect of liabilities for Taxes of the Company or any of its Subsidiaries, which have not been fully paid
or settled; (ii) there are no Liens for Taxes on any of the assets of the Company or any of its Subsidiaries other than Permitted Liens; and (iii) with respect to any tax years open for audit as of the date hereof, neither the Company nor
any of its Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax (other than, for the avoidance of doubt, any extension of time to file a Tax Return obtained in
the ordinary course of business).



(c) Neither the Company nor any of its Subsidiaries has engaged in any “listed transaction” as
defined in Treasury Regulations

Section 1.6011-4(b)(2)

or Treasury Regulations

Section 301.6111-2(b)(2)

in any tax year for which the statute of limitations
has not expired.



(d) Neither the Company nor any of its Subsidiaries has ever been a member of an affiliated group filing a consolidated
federal income Tax Return (other than a group the common parent of which is the Company) or any similar group for federal, state, local or

non-U.S.

Tax purposes. Except as would not have a Company Material
Adverse Effect, neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than Taxes of the Company or its Subsidiaries) (i) under Treasury Regulations

Section 1.1502-6

(or any similar provision of state, local or

non-U.S.

law) or (ii) as a transferee or successor.



(e) Neither the Company nor any of its Subsidiaries is, or has been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement,
Tax allocation agreement or similar Contract (excluding customary Contracts not primarily relating to Taxes).



(f) Except as would not have
a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the
Closing Date as a result of any accounting method change or improper use of an accounting method or agreement with any Tax Authority filed or made on or prior to the Closing Date.



(g) None of the Company or any of its Subsidiaries has been either a “distributing corporation” or a “controlled
corporation” in any transaction intended to qualify under Section 355 of the Code at any time in the last two (2) years.





24











(h) Neither the Company nor any of its Subsidiaries has taken or agreed to take any action
that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment. Neither the Company nor any of its Subsidiaries has any knowledge of any fact or circumstance that would reasonably be expected to prevent the
Merger from qualifying for the Intended Tax Treatment.



The representations and warranties set forth in this

Section




4.16

and, to the extent relating to Tax matters,

Section




4.12

, are the Company’s sole and exclusive representations with respect to Tax matters in this Agreement.



Section 4.17

Material Contracts

.



(a)

Section




4.17(a)

of the Company Disclosure Letter sets forth a list, as of the date hereof, of each Company
Material Contract. For purposes of this Agreement, “

Company Material Contract

” means any Contract (other than any Company Benefit Plan, Contract related to Leased Real Property or Contract solely between or among the Company and/or
any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party or their respective properties or assets are bound, except for this Agreement, that:



(i) constitutes a “material contract” (as such term is defined in item 601(b)(10) of Regulation

S-K

of the SEC);



(ii) is a joint venture, alliance or partnership agreement that is
material to the operation of the Company and Subsidiaries, taken as a whole;



(iii) is a loan, guarantee of Indebtedness or
credit agreement, note, mortgage, indenture or other binding commitment relating to indebtedness for borrowed money (other than those related to (A) trade payables arising in the ordinary course of business or (B) Indebtedness for borrowed
money less than $2,500,000 individually);



(iv) is an agreement entered into outside the ordinary course of business that
involves future expenditures or receipts by the Company or any of its Subsidiaries of more than $2,500,000 in any

one-year

period that cannot be terminated on less than ninety (90) days’ notice
without material payment or penalty;



(v) is (A) one of the top ten (10) customer Contracts, measured by revenue,
of the Company and its Subsidiaries (taken as a whole) for the year ended December 31, 2020 or (B) a material Contract with one of the top ten (10) suppliers, measured by dollar volume of purchases, of the Company and its Subsidiaries
(taken as a whole) for the year ended December 31, 2020;



(vi) (x) prohibits or restricts the Company or any of its
Subsidiaries, or, after the Effective Time, Parent, the Surviving Corporation or any of their respective Affiliates from (A) competing in any line of business in any geographical location (including any Contract granting exclusive rights or
rights of first refusal or negotiation to license, market, advertise, sell, or offer to sell any Company Product or any Intellectual Property or other asset of the Company or any of its Subsidiaries), (B) selling, distributing or acquiring any
products, services, Intellectual Property or other assets of or to any other Person in any geographic region or (C) developing or distributing any Intellectual Property or (y) contains any “most favored customer” pricing terms;





25











(vii) involves the settlement of any pending or threatened claim, action or
proceeding which requires the Company or its Subsidiaries to make an aggregate payment after the date hereof in excess of $2,500,000 or imposes any continuing, material

non-monetary

obligations on the Company
or any of its Subsidiaries;



(viii) has been entered into between the Company or any of its Subsidiaries, on the one hand,
and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries 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 of its Subsidiaries has an
obligation to indemnify such officer, director, Affiliate or family member (but for the avoidance of doubt not including any Company Benefit Plan or Company Equity Plan);



(ix) pursuant to which any material Company Intellectual Property is licensed to a third party by the Company or any of its
Subsidiaries, or pursuant to which the Company or any of its Subsidiaries has agreed not to enforce any rights in material Company Intellectual Property against any Person, other than

(A) non-exclusive

licenses to Company Products granted to customers in the ordinary course of business, (B) permitted use rights to confidential information in a

non-disclosure

agreement, (C) offer letters, employment
agreements, invention assignment agreements, individual consulting agreements, and individual contracting agreements entered into in the ordinary course of business and

(D) non-exclusive

licenses granted
in the ordinary course of business ((A)-(D), collectively, the “


Non-Material

Licenses

”);



(x) pursuant to which the Company or any of its Subsidiaries grants any Person any exclusive right or exclusive license to
market, advertise, sell, offer to sell, distribute, deliver or otherwise exclusively make available any Company Product for a term beyond five (5) years; and



(xi) whether or not in the ordinary course of business, involved for the year ended December 31, 2020 payments by the
Company and its Subsidiaries of collectively $10,000,000 (including potential earnouts) or more.



(b) Except as would not have a Company
Material Adverse Effect, (i) each Company Material Contract is a legal, valid, binding and enforceable obligation of the Company or the Subsidiary party thereto and is in full force and effect (in each case, except as may be limited by the
Enforceability Exceptions or except to the extent any Company Material Contracts have expired or terminated in accordance with their terms after the date hereof) and (ii) none of the Company, any of its Subsidiaries or, to the Knowledge of the
Company, any counterparty is in breach of or default under the terms of any Company Material Contract. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice or claim from any third party to any
Company Material Contract of any default, termination or cancellation under any Company Material Contract.





26











Section 4.18

Real Property

.



(a) All material real property owned by the Company or any of its Subsidiaries (collectively, the “

Owned Real Property

”) is
disclosed in

Section




4.18(a)

of the Company Disclosure Letter.



(b) All material real property leased, subleased,
licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “

Leased Real Property

”) is
disclosed in

Section




4.18(b)

of the Company Disclosure Letter (the “

Leased Real Property

”; the Owned Real Property and Leased Real Property being sometimes referred to herein as the “

Company
Property

”).



(c) Except as set forth on

Section




4.18(c)

of the Company Disclosure Letter, as of the date
of this Agreement, none of the Company Properties have been leased or subleased to any other Person.



(d) As of the date hereof, except as
would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and valid leasehold, subleasehold or license interests in all Leased Real Property free and clear of all
Liens, except Permitted Liens.



(e) As of the date hereof, to the Knowledge of the Company, except as would not have a Company Material
Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any other party to a lease for the Leased Real Property to which the Company or a Subsidiary is a
party, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease.



Section 4.19

Environmental

. Except as would not have a Company Material Adverse Effect:



(a) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, including possessing all Company Permits
required for their operations under applicable Environmental Laws;



(b) there is no pending or threatened Action pursuant to any
Environmental Law against the Company or any of its Subsidiaries;



(c) since January 1, 2019 through the date of this Agreement,
neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or
potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;



(d) neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; and





27











(e) to the Knowledge of the Company, with respect to the Owned Real Property and the Leased
Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that is likely to result in an obligation to remediate such environmental contamination
pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons.



The representations and warranties set forth in this

Section




4.19

are the Company’s sole and exclusive
representations with respect to environmental matters in this Agreement.



Section 4.20

Vote Required

. The affirmative vote of
the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Stockholders’ Meeting in favor of the adoption of this Agreement (the “

Requisite Stockholder Approval

”) is the only
vote or consent of holders of Equity Interests in the Company that is required to authorize this Agreement or to consummate the transactions contemplated by this Agreement.



Section 4.21

Brokers

. Except for those Persons set forth in

Section




4.21

of the Company Disclosure
Letter and Evercore Group L.L.C. (“

Evercore

”), no broker, finder, investment banker, consultant or intermediary is entitled to any investment banking, brokerage, finder’s, financial advisory or similar fee or commission in
connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has made available to Parent a true and complete copy of
the engagement letter between Evercore and the Company entered into in connection with the Merger and the other transactions contemplated hereby.



Section 4.22

Opinion of Financial Advisor

. The board of directors of the Company has received the opinion of Evercore (the
“

Fairness Opinion

”) to the effect that, as of the date of such opinion and subject to the factors, assumptions, limitations, qualifications and other matters considered in connection with the preparation thereof as set forth
therein, the Exchange Ratio is fair, from a financial point of view, to the holders of the Company Common Stock. A true, correct and complete written copy of the Fairness Opinion will be delivered promptly after the date of this Agreement to Parent
for informational purposes only.



Section 4.23

Insurance

.

Section




4.23

of the Company Disclosure
Letter contains a list of the material insurance policies maintained by the Company in effect as of the date of this Agreement. To the Knowledge of the Company, except as would not have a Company Material Adverse Effect, as of the date of this
Agreement, (a) each such insurance policy is in full force and effect and all premiums due thereon have been paid in full and (b) the Company has not received a written notice of cancellation from the insurer(s) of any such insurance
policy.



Section 4.24

Takeover Statutes

. The board of directors of the Company has taken all action necessary to render any
“fair price,” “moratorium,” “control share acquisition,” “business combination” or any other takeover or anti-takeover statute or similar federal or state Law inapplicable to this Agreement, the Merger or any
of the other transactions contemplated hereby.





28











Section 4.25

Rights Agreement

. The Company has taken all actions necessary to
(a) render the Rights Agreement inapplicable to this Agreement and the transactions contemplated by this Agreement; (b) ensure that in connection with the transactions contemplated by this Agreement, (i) neither Parent, Acquisition
Sub nor any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement), either individually or together, shall be deemed to be or become an “Acquiring Person” (as defined in the Rights Agreement)
solely by virtue of, or as a result of, (A) the approval, adoption, execution, delivery and/or amendment of this Agreement, (B) the public announcement and/or public disclosure by any Person of this Agreement or any of the transactions
contemplated hereby, including, but not limited to, the Merger and (C) the performance and/or consummation of any of the transactions contemplated by this Agreement, including, without limitation, the Merger (the foregoing actions, the
“

Permitted Events

”) and (ii) none of a “Stock Acquisition Date,” a “Distribution Date,” a

“Flip-In

Event” (as such terms are defined in the Rights Agreement)
or an event described in Section 13(a) in the Rights Agreement will occur or be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event; and (c) provide that the “Expiration Date” (as defined in the
Rights Agreement) shall occur immediately prior to the Effective Time. Prior to the execution of this Agreement, the Company has provided Parent with a copy of the resolutions of the board of directors of the Company and a copy of the amendment to
the Rights Agreement (the “

Rights Agreement Amendment

”), in each case effecting the foregoing sentence.



Section 4.26

Reorganization

. Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact, agreement,
plan or other circumstance that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.



Section 4.27

Affiliate Transactions

. Other than the Company Benefit Plans, no current director, officer or Affiliate of the
Company or any of its Subsidiaries (a) has outstanding any Indebtedness owed to the Company or any of its Subsidiaries or (b) is otherwise a party to any Contract with the Company or any of its Subsidiaries of a type that would be required
to be disclosed under Item 404 of Regulation

S-K

under the Securities Act that has not been disclosed.



Section 4.28

Anti-Bribery; Anti-Money Laundering


; Sanctions

.



(a) Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, the businesses of each of the Company and each
of its Subsidiaries are being, and since January 1, 2019 have been, conducted in material compliance with the U.S. Foreign Corrupt Practices Act 1977 and other similar applicable anti-bribery laws, rules or regulations in other jurisdictions
(together, the “

Anti-Bribery Laws

”). Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have maintained materially accurate books and records and established sufficient internal controls and
procedures reasonably designed to ensure compliance with the Anti-Bribery Laws. Except as would not have a Company Material Adverse Effect, there are no internal investigations or, to the Knowledge of the Company, prior or pending governmental or
other regulatory investigations or proceedings, in each case, regarding any action or any allegation of any action described above in this

Section




4.28(a)

.



(b) Except as would not have a Company Material Adverse Effect, the operations of the Company and its Subsidiaries are, and since
January 1, 2019 have been, conducted in compliance in all material respects with applicable financial recordkeeping, reporting and internal control requirements of the Currency and Foreign Transactions Reporting Act of 1970,





29











as amended, the money laundering statutes, the rules and regulations thereunder and any related or similar rules or regulations, issued, administered or enforced by any Governmental Authority of
a jurisdiction where the Company or its Subsidiaries operate (collectively, the “

Money Laundering Laws

”). Except as would not have a Company Material Adverse Effect, no material action, claim, suit or proceeding by or before any
Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, is any investigation by or before any
Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws pending or threatened.



(c) Except as would not have a Company Material Adverse Effect, the businesses of each of the Company and its Subsidiaries are being, and since
January 1, 2019 have been, conducted in compliance in all material respects with all applicable economic sanctions or export and import control Laws imposed by any Governmental Authority of a jurisdiction where the Company or its Subsidiaries
operate. To the Knowledge of the Company, as of the date hereof, no investigation, review, audit or inquiry by any Governmental Authority with respect to any such sanctions or export and import control Laws is pending or threatened.



Section 4.29

No Other Representations or Warranties

. Except for the representations and warranties expressly set forth in this

Article




IV

, neither the Company nor any other Person on behalf of the Company makes, or has made (and the Company, on behalf of itself, each of the Company’s Subsidiaries and their respective Affiliates and
Representatives, hereby disclaims), any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to Parent, Acquisition Sub or any of their Affiliates or
Representatives, including with respect to their business, operations, assets, liabilities, conditions (financial or otherwise), prospects or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this
Agreement. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in

Article




V

and in any certificates delivered by Parent, Acquisition Sub or any of their
Representatives in connection with the transactions contemplated hereby, (a) none of Parent, Acquisition Sub or any other Person on behalf of Parent makes, or has made, any representations or warranties relating to Parent, Acquisition Sub or
Parent’s business or otherwise in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the Company is not relying on any representation, warranty or other information, including with respect to
any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company, and any of its Subsidiaries or any of their Affiliates, except, in each case,
for those expressly set forth in this Agreement or in any such certificate and (b) no Person has been authorized by Parent, Acquisition Sub or any other Person on behalf of Parent to make any representation or warranty relating to Parent or
Acquisition Sub or their businesses or otherwise in connection with this Agreement and Merger, and if made, such representation or warranty shall not be relied upon by the Company as having been authorized by such party. Nothing in this

Section




4.29

shall impact any rights of any party to this Agreement in respect of fraud.





30












ARTICLE V





REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB




Except as disclosed in (i) the Parent SEC Documents filed or furnished on or after January 1, 2019, and publicly available prior to
the date hereof only to the extent it is reasonably apparent on its face that such disclosure is relevant to this

Article




V

(and excluding any disclosures contained under the captions “Risk Factors” or
“Forward-Looking Statements,” and any other disclosures to the extent that they are predictive, cautionary or forward-looking in nature), but it being understood that this clause (i) shall not be applicable to

Section




5.2(a)

,

Section




5.2(b), Section




5.2(c)

or

Section




5.21

, or (ii) the corresponding sections of the Parent Disclosure Letter (subject to

Section




9.3(b)

), Parent and Acquisition Sub hereby jointly and severally represent and warrant to the Company as of the date hereof as follows:



Section 5.1

Organization and Qualification


; Subsidiaries

. Each of Parent and Acquisition Sub is a corporation, partnership
or other entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite entity power and authority to conduct its business as it
is now being conducted, except where the failure to be in good standing or to have such power and authority would not have a Parent Material Adverse Effect. Each of Parent and Acquisition Sub is duly qualified or licensed to do business and (to the
extent applicable) is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and (to the extent
applicable) in good standing would not have a Parent Material Adverse Effect. Parent has made available to the Company a copy of the Parent Organizational Documents, as currently in effect, and neither Parent nor Acquisition Sub is in violation of
any provision of such documents applicable to such party.



Section 5.2

Capitalization

.



(a) The authorized capital stock of Parent consists of (i) 60,000,000 Parent Shares, of which, as of the close of business on February
[ ● ], 2021 (the “

Parent Capitalization Date

”), there were 39,416,721 Parent Shares issued and outstanding, and (ii) 2,000,000 shares of preferred stock, par value $0.01 per share, of Parent (the “

Parent
Preferred Stock

”), of which, as of the Parent Capitalization Date, no shares of Parent Preferred Stock were issued and outstanding. As of the date hereof, no Subsidiary of Parent owns any Parent Shares or has any option or warrant to
purchase any Parent Shares or any other Equity Interest in Parent. All of the outstanding Parent Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights.



(b) As of the close of business on the Parent Capitalization Date, Parent has no Parent Shares subject to or reserved for issuance, except for
(i) 195,277 Parent Shares subject to outstanding options to purchase Parent Shares (“

Parent Options

”) under the Parent Equity Plans, (ii) 864 Parent Shares underlying Parent restricted stock unit awards granted under the Parent
Equity Plans (other than “matching” restricted stock unit grants issued in connection with deferred stock units), (iii) 274,988 Parent Shares underlying Parent restricted stock awards granted under the Parent Equity Plans,
(iv) no more than 2,000 Parent Shares may be purchased under any





31











outstanding purchase rights under the Parent ESPP for the purchase period that includes the Parent Capitalization Date, (v) 9,317 Parent Shares underlying deferred stock units granted under the
Parent Management Stock Purchase Plan (the “

Parent MSPP

”), (vi) 9,317 Parent Shares underlying Parent “matching” restricted stock units granted under the Parent Equity Plans, (vii) 1,589,980 Parent Shares reserved for
future issuance under the Parent Equity Plans (other than the Parent ESPP and Parent MSPP) for awards not yet granted, (viii) 37,608 Parent Shares reserved for future issuance under the Parent ESPP and (ix) 139,799 Parent Shares reserved for future
issuance under the Parent MSPP. As of the close of business on the Parent Capitalization Date, Parent has no shares of Parent Preferred Stock subject to or reserved for issuance. As of the Parent Capitalization Date, there are no declared
or unpaid dividends or dividend equivalents with respect to any outstanding Parent Shares, Parent Options or Parent restricted stock awards.



(c) As of the close of business on the Parent Capitalization Date, other than as otherwise set forth in this

Section




5.2

or on

Section




5.2(c)

of the Parent Disclosure Letter, there were no existing and outstanding Equity Interests or other options, warrants, calls, subscriptions or other rights,
convertible securities, awards of equity-based compensation (including phantom stock), agreements or arrangements of any character (or any obligations to enter into such agreements or arrangements), relating to or based on the value of any Equity
Interests of Parent or any of its Subsidiaries or obligating Parent or any of its Subsidiaries to issue, acquire, transfer, exchange, sell or register for sale any Equity Interests of Parent or any of its Subsidiaries. Since the close of business on
the Parent Capitalization Date to the date hereof, Parent has not issued any Parent Shares, Parent Options, Parent restricted stock awards or other Equity Interests (including shares of Parent Preferred Stock) other than Parent Shares issued upon
the exercise or settlement of any Parent Options outstanding as of the close of business on the Parent Capitalization Date in accordance with their terms.



(d) There are no stockholders agreements, voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a
party with respect to the voting of Parent Shares or other Equity Interests of Parent or any of its Subsidiaries requiring the redemption or repurchase of, or containing any right of first refusal with respect to, or granting any preemptive rights
with respect to, any Parent Shares or other Equity Interests of Parent or any of its Subsidiaries, other than any such agreements solely between and among Parent and any of its Subsidiaries or solely between and among two or more of Parent’s
Subsidiaries.



(e) There are no outstanding bonds, debentures, notes or other Indebtedness of Parent having the right to vote (or
convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Shares may vote.



Section 5.3

Authority Relative to Agreement

.



(a) Parent and Acquisition Sub have all necessary entity power and authority to execute and deliver this Agreement and to perform its
obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by Parent and Acquisition Sub, and the consummation by Parent and Acquisition Sub of the
transactions contemplated by this Agreement, have been duly and validly authorized by all necessary entity action by Parent and Acquisition Sub, and no other entity Action on the part of Parent and Acquisition Sub is necessary to authorize the
execution, delivery





32











and performance of this Agreement by Parent and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated by this Agreement. This Agreement has been duly
executed and delivered by Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the other party hereto, constitutes a legal, valid and binding obligation of Parent and Acquisition Sub, enforceable
against Parent and Acquisition Sub in accordance with its terms (except as may be limited by the Enforceability Exceptions).



(b) The board
of directors or similar governing




The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever CoreLogic makes a similar move, sign up!

Other recent filings from the company include the following:

Securities registration termination [Section 12(b)] - June 15, 2021
Statement of changes in beneficial ownership of securities - June 8, 2021
CoreLogic's President/CEO just disposed of 578,766 shares - June 8, 2021
CoreLogic director just disposed of 3,030 shares - June 8, 2021
CoreLogic director just disposed of 18,005 shares - June 8, 2021

Auto Refresh