Samantha H. Crispin
Baker Botts L.L.P.
2001 Ross Avenue, Suite 900
Dallas, Texas 75201
(214) 953-6500
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Fergus Bolster
Matheson LLP
70 Sir John Rogerson’s Quay
Dublin 2, Ireland
+353 1 232 2000
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Offer Document dated May 24, 2024 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by Meridian BidCo LLC with the Securities
and Exchange Commission on May 24, 2024).*
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Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T filed by Meridian BidCo LLC).*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO-T
filed by Meridian BidCo LLC).*
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to
the Schedule TO-T filed by Meridian BidCo LLC).*
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Long Form Advertisement as published in The New York Times on May 24, 2024 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T filed
by Meridian BidCo LLC).*
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Opinion of IBI Corporate Finance Limited, dated May 24, 2024 (included herein).*
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Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on February 16, 2024 (incorporated by reference to Exhibit (a)(1)(F) to
the Schedule TO-T filed by Meridian BidCo LLC on May 24, 2024).*
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Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on March 13, 2024 (incorporated by reference to Exhibit (a)(1)(G) to the
Schedule TO-T filed by Meridian BidCo LLC on May 24, 2024). *
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Announcement issued pursuant to Rule 2.7 of the Irish Takeover Rules issued on April 24, 2024 (incorporated by reference to Exhibit 99.1 to the
Schedule TO-C filed by Meridian BidCo LLC on April 24, 2024). *
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Announcement issued pursuant to Rule 2.9 of the Irish Takeover Rules issued on May 20, 2024 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C filed by Meridian BidCo LLC on May 20, 2024). *
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Announcement issued pursuant to Rule 24.1(b) of the Irish Takeover Rules issued on May 22, 2024 (incorporated by reference to Exhibit 99.1 to the
Schedule TO-C filed by Meridian BidCo LLC on May 22, 2024). *
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Announcement Regarding Publication and Posting of Offer Document issued on May 24, 2024 (incorporated by reference to Exhibit (a)(1)(K) to the
Schedule TO-T filed by Meridian BidCo LLC on May 24, 2024). *
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Excerpts from the Company’s Form 10-K/A, dated and filed with the SEC on January 29, 2024.*
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2022 MariaDB plc Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to MariaDB plc’s Current Report on Form 8-K (File No. 001-41571)
filed December 22, 2022).# *
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MariaDB Corporation Ab Summer 2022 USA Share Option Plan and Form of Agreement (incorporated by reference to Exhibit 10.12 to MariaDB plc’s Current
Report on Form 8-K (File No. 001-41571) filed December 22, 2022).# *
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MariaDB Corporation Ab Amended and Restated Global Share Option Plan 2017 USA and Form of Option Agreement (incorporated by reference to Exhibit 10.13
to MariaDB plc’s Current Report on Form 8-K (File No. 001-41571) filed December 22, 2022).# *
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MariaDB Corporation Ab Global Share Option Plan 2017 (incorporated by reference to Exhibit 99.4 to MariaDB plc’s Registration Statement on Form S-8
(File No. 333-270277) filed March 3, 2023).# *
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SkySQL Corporation Ab Global Share Option Plan 2014 USA (incorporated by reference to Exhibit 10.14 to MariaDB plc’s Current Report on Form 8-K (File
No. 001-41571) filed December 22, 2022).# *
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SkySQL Corporation Ab Global Share Option Plan 2014 (incorporated by reference to Exhibit 99.6 to MariaDB plc’s Registration Statement on Form S-8
(File No. 333-270277) filed March 3, 2023).# *
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SkySQL Corporation Ab Global Share Option Plan 2012 USA (incorporated by reference to Exhibit 99.7 to MariaDB plc’s Registration Statement on Form S-8
(File No. 333-270277) filed March 3, 2023).# *
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SkySQL Corporation Ab Global Share Option Plan 2012 Europe (incorporated by reference to Exhibit 99.8 to MariaDB plc’s Registration Statement on Form
S-8 (File No. 333-270277) filed March 3, 2023).# *
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SkySQL Corporation Ab Global Share Option Plan 2010 USA (incorporated by reference to Exhibit 99.9 to MariaDB plc’s Registration Statement on Form S-8
(File No. 333-270277) filed March 3, 2023).# *
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SkySQL Corporation Ab Global Share Option Plan 2010 Europe (incorporated by reference to Exhibit 99.10 to MariaDB plc’s Registration Statement on Form
S-8 (File No. 333-270277) filed March 3, 2023).#
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SkySQL Corporation Ab Global Share Option Plan 2010 France (incorporated by reference to Exhibit 99.11 to MariaDB plc’s Registration Statement on Form
S-8 (File No. 333-270277) filed March 3, 2023).# *
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Form of Deed of Indemnification (incorporated by reference to Exhibit 10.4 to MariaDB plc’s Current Report on Form 8-K (File No. 001-41571) filed
December 22, 2022).#*
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to MariaDB plc’s Current Report on Form 8-K (File No. 001-41571) filed
December 22, 2022).# *
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Amended MariaDB Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to MariaDB plc’s Current Report on Form 8-K (File No.
001-41571) filed December 22, 2022).
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Employment Agreement by and between MariaDB USA, Inc. and Paul O’Brien (incorporated by reference to Exhibit 10.1 to MariaDB plc’s Current Report on
Form 8-K (File No. 001-41571) filed May 30, 2023).# *
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Employment Agreement by and between MariaDB USA, Inc. and Conor McCarthy (incorporated by reference to Exhibit 10.1 to MariaDB plc’s Current Report on
Form 8-K (File No. 001-41571) filed April 26, 2023).# *
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Employment Agreement by and between MariaDB USA, Inc. and Thomas Siegal (incorporated by reference to Exhibit 10.4 to MariaDB plc’s Quarterly Report
on Form 10-Q (File No. 001-41571) filed August 14, 2023).# *
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(e)(19)
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Amendment No. 1 to Employment Agreement by and between MariaDB USA, Inc. and Paul O’Brien (incorporated by reference to Exhibit 10.1 to MariaDB plc’s
Current Report on Form 8-K (File No. 001-41571) filed May 31, 2024).#
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(g)
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Not applicable.
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*
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Previously filed with the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
May 24, 2024.
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#
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Indicates a management contract or any compensatory plan, contract or arrangement.
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MARIADB PLC
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Date: May 31, 2024
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By:
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/s/ Paul O’Brien
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Name:
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Paul O’Brien
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Title:
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Chief Executive Officer
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