0001212458-14-000014 Sample Contracts

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’ AGENT

Agreement and Plan of Merger • August 7th, 2014 • Proofpoint Inc • Services-computer processing & data preparation • California

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 7th, 2014
• Company
  Proofpoint Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  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”).