Exhibit 2.1
EXECUTION VERSION
AMENDMENT TO
THE AGREEMENT AND PLAN OF MERGER
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this Amendment), dated
as of June 6, 2022 (the Amendment Date), by and among Alpine Parent, LLC, a Delaware limited liability company (Parent), Alpine Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent
(Merger Sub), and Anaplan, Inc., a Delaware corporation (the Company), amends that certain Agreement and Plan of Merger, dated as of March 20, 2022, by and among Parent, Merger Sub and the Company (the
Merger Agreement). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Merger Agreement.
RECITALS
WHEREAS,
Parent, Merger Sub and the Company entered into the Merger Agreement on March 20, 2022;
WHEREAS, the parties hereto disagree as to
whether certain actions taken, or the failure to take certain actions, by the Company prior to the Amendment Date would constitute an inaccuracy under, a breach or violation of or a failure to comply with the Merger Agreement;
WHEREAS, without deciding whether or not such actions taken, or the failure to take such actions, by the Company prior to the Amendment Date
may constitute an inaccuracy under, a breach or violation of or a failure to comply with the Merger Agreement and in order to avoid a potentially lengthy and disruptive dispute with respect thereto, the parties hereby agree to the amendments and
waivers set forth herein;
WHEREAS, Section 9.10 of the Merger Agreement provides that the Merger Agreement may be amended by an
instrument in writing signed by each of the parties thereto;
WHEREAS, Section 9.11 of the Merger Agreement provides that any party
to the Merger Agreement may (i) extend the time for the performance of any obligation or other act of any other party thereto, (ii) waive any inaccuracy in the representations and warranties of any other party contained therein or in any
document delivered pursuant thereto and (iii) waive compliance with any agreement of any other party or any condition to its own obligations contained therein by an instrument in writing signed by the party or parties to be bound thereby;
WHEREAS, each of Parent, Merger Sub and the Company desires to amend certain terms of the Merger Agreement as set forth this Amendment, waive
or modify certain terms of the Merger Agreement and to make certain representations, warranties, covenants and agreements in connection with this Amendment;
WHEREAS, the Company Board has unanimously: (i) determined that the Merger Agreement and the Merger and the other transactions
contemplated by the Merger Agreement (in each case, as amended or modified by this Amendment) (collectively, the Transactions) are advisable, fair to, and in the best interests of, the Company and the holders of Company Shares;
(ii) approved the Merger Agreement (as amended or modified by this Amendment) and the Transactions (including the Merger); and (iii) subject to the terms of the Merger Agreement (as amended or modified by this Amendment), resolved and
agreed to recommend that holders of Company Shares adopt the Merger Agreement and approve the Merger (in each case, as amended or modified by this Amendment);