FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 10, 2021 (this Supplemental Indenture), is by and among Slack Technologies, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee).
WHEREAS, the Company and the Trustee have previously executed and delivered that certain Indenture, dated as of April 9, 2020 (the Indenture), providing for the issuance of the Companys 0.50% Convertible Senior Notes due 2025 (the Notes);
WHEREAS, on December 1, 2020, salesforce.com, inc., a Delaware corporation (Salesforce), Skyline Strategies I Inc., a Delaware corporation and a wholly owned subsidiary of Salesforce (Merger Sub I), Skyline Strategies II LLC, a Delaware limited liability company and a wholly owned subsidiary of Salesforce (Merger Sub II), and the Company executed an Agreement and Plan of Merger providing for the merger of Merger Sub I with and into the Company, with the Company continuing as the surviving corporation (the First Merger), immediately followed by a second merger of the Company, as the surviving corporation in the First Merger, into either Merger Sub II or Salesforce, with either Merger Sub II or Salesforce continuing as the surviving company, as applicable (the Second Merger and together with the First Merger, the Mergers);
WHEREAS, upon completion of the Mergers, the Company will have been merged into a wholly owned subsidiary of Salesforce (unless the Company, as the surviving corporation in the First Merger, merges into Salesforce in the Second Merger);
WHEREAS, in connection with the Mergers, Salesforce issued a Consent Solicitation Statement, dated January 26, 2021, as amended and supplemented on February 2, 2021 and February 8, 2021 (the Consent Solicitation Statement), pursuant to which Salesforce (on behalf of the Company) has solicited (the Consent Solicitation) the consent of Holders of the Notes to certain amendments to the Indenture as set forth in Article I hereof (the Amendments);
WHEREAS, Section 10.02 of the Indenture provides that, with the consent (evidenced as provided in Article 8 of the Indenture) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding (determined in accordance with Article 8 of the Indenture) (the Requisite Consents), the Company and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purposes specified therein;
WHEREAS, the Company desires to amend certain provisions of the Indenture and the Notes, as set forth in Article I of this Supplemental Indenture
WHEREAS, in accordance with the Consent Solicitation, as of 5:00 p.m. New York City time on February 10, 2021, Requisite Consents to the Amendments have been validly delivered and not validly revoked by Holders in accordance with the terms of the Consent Solicitation Statement and the Company has filed with the Trustee evidence of such Requisite Consents; and
WHEREAS, the Company hereby requests that the Trustee join with the Company in the execution of this Supplemental Indenture.