AGREEMENT AND PLAN OF MERGER BY AND AMONG PROOFPOINT, INC., WALES ACQUISITION SUB CORP., WOMBAT SECURITY TECHNOLOGIES, INC. ANDMerger Agreement • May 3rd, 2018 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 2, 2018 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Acquirer”), Wales Acquisition Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquirer (“Merger Sub”), Wombat Security Technologies, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholders’ Agent.
