Varonis Systems To Pay Proofpoint Termination Fee Of $211.7M If Deal Terminated Under Specified Circumstances; Termination Fee Of $423.3M Will Be Payable By Proofpoint To Co If Deal Terminated Under Specified Circumstances

The Company is required to pay Parent a termination fee of $211,700,000 in cash on termination of the Merger Agreement under specified circumstances, including, among others, termination by Parent in the event that the Company Board adversely changes its recommendation in favor of the Merger or termination by the Company to enter into an agreement providing for a Superior Proposal. The Merger Agreement also provides that a reverse termination fee of $423,300,000 will be payable by Parent to the Company under specified circumstances, including, among others, if (i) Parent fails to consummate the Merger following satisfaction or waiver of certain closing conditions and the Company’s irrevocable confirmation that it is ready, willing and able to consummate the closing or (ii) the Company terminates the Merger Agreement due to Parent’s breach of its obligations under the Merger Agreement, which breach gives rise to a failure of certain conditions to the Merger and Parent fails to cure such breach.