SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 20th, 2020 • Proofpoint Inc • Services-computer processing & data preparation • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of November 2, 2019 (the “Agreement Date”), by and among Proofpoint, Inc., a Delaware corporation (“Parent”), Proofpoint Israel Holdings Limited, a company organized under the laws of Israel and a direct or indirect wholly-owned subsidiary of Parent (“Acquirer”), Observe IT Ltd., a company organized under the laws of Israel (the “Company”), the Company Shareholders set forth on Schedule A, and Shareholder Representative Services, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Shareholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
