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.
WHEREAS, the Company has heretofore executed and delivered the Indenture, pursuant to which the Company issued its 0.25% Convertible Senior Notes due 2024 (the Notes) in the original aggregate principal amount of $920,000,000;
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of April 25, 2021 (as amended, supplemented, restated or otherwise modified, the Merger Agreement), by and among Project Kafka Parent, LLC, a Delaware limited liability company (Parent), Project Kafka Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub) and the Company;
WHEREAS, pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the Merger) on the date hereof with the Company, as the surviving entity in the Merger, becoming a wholly owned subsidiary of Parent as of the date hereof;
WHEREAS, the Merger constitutes a Merger Event under the Indenture;
WHEREAS, Section 4.07(a) of the Indenture provides that, at the effective time of any Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee, without the consent of Holders of the Notes, a supplemental indenture providing that at and after the effective time of such Merger Event, the right to convert a Note will be changed into a right to convert such Note as set forth in the Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive upon such Merger Event;
WHEREAS, Section 4.07(a) of the Indenture provides that if the holders of the Common Stock receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction, (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 4.06 of the Indenture), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company shall satisfy its Conversion Obligation by paying cash to converting Holders on the second Business Day following the Conversion Date;