FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 19, 2024, between ALTERYX, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) under the Indenture, dated as of August 12, 2019, between the Company and the Trustee (the “Indenture”) relating to the issuance of the Company’s 1.00% Convertible Senior Notes due 2026 (the “Notes”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Indenture referred to below.
RECITALS OF THE COMPANY
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated December 18, 2023 (the “Merger Agreement”), by and among Azurite Intermediate Holdings, Inc, a Delaware corporation (“Parent”), and Azurite Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”);
WHEREAS, pursuant to the transactions contemplated by the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”) at the effective time of the Merger, the separate existence of Merger Sub will cease, the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent, and each outstanding share of the Company’s Class A Common Stock will be converted into the right to receive $48.25 per share of Class A Common Stock in cash, without interest and less any required withholding taxes;
WHEREAS, Section 14.07(a) of the Indenture provides, among other things, that upon the occurrence of a Share Exchange Event, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture providing that, at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into or based on a number of units of Reference Property equal to the Conversion Rate;
WHEREAS, pursuant to Section 10.01(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of any Holder;
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized;
WHEREAS, the Company has furnished the Trustee with an Opinion of Counsel and an Officer’s Certificate in accordance with the Indenture, stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture and that all conditions precedent to the actions contemplated by the Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of, and supplement to, the Indenture and the Notes have been done, and the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture.
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