OKTA · Okta, Inc. · Debt

Verified covenant terms

• Section 11.01 · shall not consolidate with, merge with or into the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to another Person Applies to every series under this agreement Section 11.01*. Company May Consolidate, Etc. on Certain Terms* *.*
  Full wording and supporting evidence

  Source evidence: Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly-owned Subsidiaries), unless:

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 15.02(a) · Repurchase at Option of Holders Upon a Fundamental Change each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes Applies to every series under this agreement Section 15.02*. Repurchase* *at Option of Holders Upon a Fundamental Change* *.*
  Full wording and supporting evidence

  Source evidence: (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 15.02(c) · On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change the Company shall provide to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice Applies to every series under this agreement Section 15.02*. Repurchase* *at Option of Holders Upon a Fundamental Change* *.*
  Full wording and supporting evidence

  Source evidence: (c) On or before the 20th Business Day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of Notes, the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 4.08 · The Company shall deliver to the Trustee within 120 days after the end of each fiscal year The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on January 31, 2021) an Officer’s Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture Applies to every series under this agreement Section 4.08*. Compliance Certificate; Statements as to Defaults* *.*
  Full wording and supporting evidence

  Source evidence: Section 4.08*. Compliance Certificate; Statements as to Defaults* *.* The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on January 31, 2021) an Officer’s Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof.

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• (b) · The Company shall file with the Trustee The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act Applies to every series under this agreement Section 4.06*. Rule 144A Information Requirement and Annual Reports* *.*
  Full wording and supporting evidence

  Source evidence: (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• (d) · the Company shall pay Additional Interest on the Notes the Company shall pay Additional Interest on the Notes. Applies to every series under this agreement Section 4.06*. Rule 144A Information Requirement and Annual Reports* *.*
  Full wording and supporting evidence

  Source evidence: (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods provided by Rule 12b-25 or any successor rule under the Exchange Act and other than reports on Form 8-K), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes.

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• (g) · any indebtedness for money borrowed in excess of $100,000,000 default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100,000,000 (or its foreign currency equivalent) Applies to every series under this agreement Exceptions: after the expiration of any applicable grace period, if such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture Section 6.01*. Events of Default* *.*
  Full wording and supporting evidence

  Source evidence: (g) default by the Company or any Significant Subsidiary of the Company with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $100,000,000 (or its foreign currency equivalent) in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity or (ii) constituting a failure to pay the principal of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case, after the expiration of any applicable grace period, if such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness shall not have been paid or discharged, as the case may be, within 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of Notes then outstanding in accordance with this Indenture;

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 6.02 · may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately, Applies to every series under this agreement Exceptions: other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company Section 6.02. *Acceleration; Rescission and Annulment*.
  Full wording and supporting evidence

  Source evidence: Section 6.02. *Acceleration; Rescission and Annulment*. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (and to the Trustee if given by Holders), may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately,

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 6.04*. · Payments of Notes on Default the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest Section 6.04*. Payments of Notes on Default; Suit Therefor* *.*
  Full wording and supporting evidence

  Source evidence: Section 6.04*. Payments of Notes on Default; Suit Therefor* *.* If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06.

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: the Company has duly authorized the issuance of its 0.375% Convertible Senior Notes due 2026 (the “**Notes**”)

• Section 15.05(a) · comply with the tender offer rules under the Exchange Act (a) comply with the tender offer rules under the Exchange Act; Applies to every series under this agreement Section 15.05. *Covenant to Comply with Applicable Laws Upon Repurchase of Notes*.
  Full wording and supporting evidence

  Source evidence: (a) comply with the tender offer rules under the Exchange Act;

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 15.05(b) · file a Schedule TO or any other required schedule under the Exchange Act (b) file a Schedule TO or any other required schedule under the Exchange Act; and Applies to every series under this agreement Section 15.05. *Covenant to Comply with Applicable Laws Upon Repurchase of Notes*.
  Full wording and supporting evidence

  Source evidence: (b) file a Schedule TO or any other required schedule under the Exchange Act; and

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 15.05(c) · otherwise comply in all material respects with all federal and state securities laws (c) otherwise comply in all material respects with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes; Applies to every series under this agreement Section 15.05. *Covenant to Comply with Applicable Laws Upon Repurchase of Notes*.
  Full wording and supporting evidence

  Source evidence: (c) otherwise comply in all material respects with all federal and state securities laws in connection with any offer by the Company to repurchase the Notes;

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 4.01 · The Company covenants and agrees that it will cause to be paid the principal The Company covenants and agrees that it will cause to be paid the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, the Settlement Amounts owed upon conversion on, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes. Applies to every series under this agreement Section 4.01*. Payment of Principal and Interest* *.*
  Full wording and supporting evidence

  Source evidence: Section 4.01*. Payment of Principal and Interest* *.* The Company covenants and agrees that it will cause to be paid the principal (including the Fundamental Change Repurchase Price or the Redemption Price, if applicable) of, the Settlement Amounts owed upon conversion on, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 16.04 · The Company may not redeem any Notes on any date The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded Applies to every series under this agreement Exceptions: except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes Section 16.04 *Restrictions on Redemption*.
  Full wording and supporting evidence

  Source evidence: Section 16.04 *Restrictions on Redemption*. The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer

• Section 4.05 · the Company shall do or cause to be done all things necessary to preserve the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. Applies to every series under this agreement Exceptions: Subject to Article 11 Section 4.05*. Existence* *.*
  Full wording and supporting evidence

  Source evidence: Section 4.05*. Existence* *.* Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer