0001047469-11-010082 Sample Contracts

Lease Agreement (NNN Tenant Improvements) Basic Lease Information
Lease Agreement • December 14th, 2011 • Proofpoint Inc • California
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LOAN AND SECURITY AGREEMENT
Loan 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:

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.

FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ 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”).

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