PROOFPOINT, INC. as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, Note Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Conversion Agent Indenture Dated as of August 23, 2019 0.25% Convertible Senior Notes due 2024Indenture • August 23rd, 2019 • Proofpoint Inc • Services-computer processing & data preparation • New York
INDENTURE, dated as of August 23, 2019, among Proofpoint, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.02), Wells Fargo Bank, National Association, in its capacity as trustee hereunder (the “Trustee,” as more fully set forth in Section 1.02) and as Note Registrar, Paying Agent, Transfer Agent, Authenticating Agent and Conversion Agent hereunder (each as defined herein and collectively, the “Agent”) (as amended or supplemented from time to time in accordance with the terms hereof, the “Indenture”).
AGREEMENT AND PLAN OF MERGER by and among PROJECT KAFKA PARENT, LLC PROJECT KAFKA MERGER SUB, INC. and PROOFPOINT, INC. Dated as of April 25, 2021Agreement and Plan of Merger • April 27th, 2021 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 25, 2021 by and among Project Kafka Parent, LLC, a Delaware limited liability company (“Parent”), Project Kafka Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Proofpoint, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.” All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A.
INDEMNITY AGREEMENTIndemnity Agreement • October 31st, 2017 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
This Indemnity Agreement (“Agreement”), dated as of_______,______is made by and between Proofpoint, Inc., a Delaware corporation (the “Company”), and_____, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
Number of Shares] PROOFPOINT, INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2012 • Proofpoint Inc • Services-computer processing & data preparation • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., WALES ACQUISITION SUB CORP., WOMBAT SECURITY TECHNOLOGIES, INC. ANDAgreement and Plan of Merger • May 3rd, 2018 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 2, 2018 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Acquirer”), Wales Acquisition Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Wombat Security Technologies, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholders’ Agent.
VOTING AGREEMENTVoting Agreement • April 27th, 2021 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of April 25, 2021 (the “Agreement Date”), by and among Project Kafka Parent, LLC, a Delaware limited liability company (“Parent”), Proofpoint, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 20th, 2020 • Proofpoint Inc • Services-computer processing & data preparation • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of November 2, 2019 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Parent”), Proofpoint Israel Holdings Limited, a company organized under the laws of Israel and a direct or indirect wholly-owned subsidiary of Parent (“Acquirer”), Observe IT Ltd., a company organized under the laws of Israel (the “Company”), the Company Shareholders set forth on Schedule A, and Shareholder Representative Services, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Shareholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., SAINT ACQUISITION CORP., SENDMAIL, INC. AND FORTIS ADVISORS LLC, AS EFFECTIVE TIME HOLDERS’ AGENTAgreement and Plan of Merger • March 14th, 2014 • Proofpoint Inc • Services-computer processing & data preparation • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 1, 2013 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Acquiror”), Saint Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), Sendmail, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company solely in its capacity as Effective Time Holders’ Agent.
PROOFPOINT, INC. as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August [•], 2021Indenture • August 31st, 2021 • Proofpoint Inc • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of August [•], 2021 (this “Supplemental Indenture”), among Proofpoint, Inc., a Delaware corporation (the “Company”), as issuer, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of August 23, 2019 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • April 26th, 2018 • Proofpoint Inc • Services-computer processing & data preparation • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [·] (the “Executive”) and Proofpoint, Inc., a Delaware corporation (the “Company”), on , 2018, and is effective as of [·] 2018 (the “Effective Date”).
LEASE BETWEEN PATHLINE LLC AND PROOFPOINT, INC.Lease • October 25th, 2018 • Proofpoint Inc • Services-computer processing & data preparation • California
THIS LEASE is made as of October 23, 2018, by and between PATHLINE LLC, a Delaware limited liability company, hereafter called “Landlord,” and PROOFPOINT, INC., a Delaware corporation, hereafter called “Tenant.”
November 5, 2010 Thomas Cooper [address] Dear Tom:Proofpoint Inc • January 25th, 2012 • Services-computer processing & data preparation • California
It is my pleasure to offer you the full-time position of Executive Vice President, Worldwide Field Operations at Proofpoint Inc. (the “Company”). This letter (“Agreement”) shall serve to confirm the terms of your employment with the Company.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 14th, 2014 • Proofpoint Inc • Services-computer processing & data preparation
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 27 day of February, 2014 (the “Third Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Proofpoint, Inc., a Delaware corporation (“Borrower”) whose address is 892 Ross Drive, Sunnyvale, CA 94089.
Lease Agreement (NNN Tenant Improvements) Basic Lease InformationLease Agreement • December 14th, 2011 • Proofpoint Inc • California
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 14th, 2011 • Proofpoint Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 19, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PROOFPOINT, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUPPLEMENTAL INDENTURESupplemental Indenture • August 2nd, 2016 • Proofpoint Inc • Services-computer processing & data preparation • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of July 5, 2016, between PROOFPOINT, INC., a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., NAIROBI ACQUISITION SUB CORP., NETCITADEL, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE INDEMNIFYING HOLDERS’ AGENTAgreement and Plan of Merger • August 7th, 2014 • Proofpoint Inc • Services-computer processing & data preparation • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 9, 2014 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Acquiror”), Nairobi Acquisition Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), NetCitadel, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Indemnifying Holders’ Agent (the “Indemnifying Holders’ Agent”).
July 6, 2018 Klaus Oestermann [Address Intentionally Omitted] Dear Klaus:Control and Severance Agreement • July 9th, 2018 • Proofpoint Inc • Services-computer processing & data preparation • California
It is our pleasure to offer you the full-time position of President and Chief Operating Officer of Proofpoint, Inc. (the “Company”) effective July 9, 2018 (the “Employment Date”). This letter agreement (“Agreement”) will set forth the terms of your employment. As President and Chief Operating Officer, you will be reporting to the Chief Executive Officer of the Company, and you will be appointed to the Board of Directors of the Company (the “Board”) on the Employment Date. You will be expected to diligently perform various duties consistent with your position. You will work at our headquarters office, which is located in Sunnyvale, California.
November 5, 2010 Thomas Cooper [address] Dear Tom:Proofpoint Inc • December 14th, 2011 • California
It is my pleasure to offer you the full-time position of Executive Vice President, Worldwide Field Operations at Proofpoint Inc. (the “Company”). This letter (“Agreement”) shall serve to confirm the terms of your employment with the Company.
December 19, 2011Proofpoint Inc • February 26th, 2015 • Services-computer processing & data preparation
As you know, Proofpoint, Inc. ("Proofpoint" or the "Company") is in negotiations to acquire your current employer, NextPage, Inc. (''NextPage"). Subject to and conditioned upon the closing of Proofpoint's acquisition of NextPage (the "Acquisition"), Proofpoint would like to offer you employment with Proofpoint on the following terms and conditions. This letter shall serve to confirm the terms of your employment with the Company.
Form of RSU Assumption AgreementRsu Assumption Agreement • April 20th, 2012 • Proofpoint Inc • Services-computer processing & data preparation
As you may be aware, Proofpoint, Inc. (“Proofpoint”) is intending to acquire NextPage, Inc. (“NextPage”) pursuant to an Agreement and Plan of Reorganization, dated on or about December 16, 2011 (the “Merger Agreement”), among ProofPoint, Nucleus Acquisition Corp., a wholly owned subsidiary of ProofPoint (“Merger Sub”), the Company and the Stockholders’ Agent, with the result that, subject to the terms and conditions therein, Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Acquiror (the “Merger”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement, a copy of which has been enclosed for your reference.
TERMINATION AGREEMENTTermination Agreement • August 31st, 2021 • Proofpoint Inc • Services-computer processing & data preparation • New York
This TERMINATION AGREEMENT (this “Termination Agreement”) with respect to the Call Option Confirmations (as defined below) is made as of August [•], 2021 between [DEALER] (“Dealer”) and Proofpoint, Inc. (“Counterparty”), a Delaware corporation.
October 24, 2018 Klaus OestermannGeneral Release Agreement • February 21st, 2019 • Proofpoint Inc • Services-computer processing & data preparation • California
This letter sets forth the agreement (“Agreement”) between you and Proofpoint, Inc. (the “Company”) concerning the terms of your separation of employment and provides you with separation compensation in exchange for a general release of claims.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • May 8th, 2014 • Proofpoint Inc • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) dated March 3, 2014 (the “Reference Date”) is entered into by and between HINES VAF NO CAL PROPERTIES, L.P., a Delaware limited partnership (“Landlord”), and PROOFPOINT, INC., a Delaware corporation (“Tenant”), with reference to the following:
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 14th, 2011 • Proofpoint Inc • California
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 19, 2008 (the “Effective Date”) by and among Proofpoint, Inc., a Delaware corporation (the “Company”), Eric Hahn (the “Founder”) and the investors listed on Schedule A hereto (each of which is referred to herein as an “Investor” and, collectively, as the “Investors”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • August 2nd, 2018 • Proofpoint Inc • Services-computer processing & data preparation • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Klaus Oestermann (the “Executive”) and Proofpoint, Inc., a Delaware corporation (the “Company”), on 7/17/2018, and is effective as of July 9, 2018 (the “Effective Date”).
October 24, 2018 Blake Salle [Address Redacted] Dear Blake,Proofpoint Inc • February 21st, 2019 • Services-computer processing & data preparation
It is our pleasure to offer you the full-time position of EVP, WW Sales at Proofpoint Inc. (the “Company”). If you accept this position, you will transition to this role effective October 25, 2018. This letter (“Agreement”) sets out any revised terms of your employment should you accept this new role with the Company. All other terms and conditions of your employment not modified in this Agreement shall continue as set forth and executed with you originally.
