0001047469-12-004021 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • April 9th, 2012 • Proofpoint Inc • Services-computer processing & data preparation • Delaware

This Indemnity Agreement, dated as of , is made by and between Proofpoint, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company or one of the Company’s subsidiaries or key employee or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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Number of Shares] PROOFPOINT, INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • April 9th, 2012 • Proofpoint Inc • Services-computer processing & data preparation • New York
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