ThZeal - The Zeal

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 12, 2021

Date of Report (date of earliest event reported)

salesforce.com, inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-32224

94-3320693

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Salesforce Tower

415 Mission Street, 3rd Fl

San Francisco, CA 94105

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 901-7000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

CRM

New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On July 12, 2021, salesforce.com, inc. (“Salesforce” or the “Company”) completed its previously announced registered public offering (the “Offering”) of $1,000,000,000 aggregate principal amount of 0.625% Senior Notes due 2024 (the “2024 Notes”), $1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2028 (the “Sustainability Notes”), $1,500,000,000 aggregate principal amount of 1.950% Senior Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of 2.700% Senior Notes due 2041 (the “2041 Notes”), $2,000,000,000 aggregate principal amount of 2.900% Senior Notes due 2051 (the “2051 Notes”) and $1,250,000,000 aggregate principal amount of 3.050% Senior Notes due 2061 (the “2061 Notes” and, together with the 2024 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the “Mandatorily Redeemable Notes”; the Mandatorily Redeemable Notes and the Sustainability Notes are collectively referred to herein as the “Notes”), and in connection therewith executed the Second Supplemental Indenture (the “Second Supplemental Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be governed by that certain Indenture, dated as of April 11, 2018 (the “Base Indenture”), between the Company and the Trustee, as amended and supplemented with respect to the Notes by the Second Supplemental Indenture (the Base Indenture as so amended and supplemented, the “Indenture”).

The sale of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-251123), including a preliminary prospectus supplement dated June 29, 2021 to the prospectus contained therein dated December 4, 2020, filed by the Company with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), and a free writing prospectus dated June 29, 2021, filed by the Company with the SEC, pursuant to Rule 433 under the Securities Act.

The 2024 Notes will bear interest at the rate of 0.625% per year and mature on July 15, 2024. The Sustainability Notes will bear interest at the rate of 1.500% per year and mature on July 15, 2028. The 2031 Notes will bear interest at the rate of 1.950% per year and mature on July 15, 2031. The 2041 Notes will bear interest at the rate of 2.700% per year and mature on July 15, 2041. The 2051 Notes will bear interest at the rate of 2.900% per year and mature on July 15, 2051. The 2061 Notes will bear interest at the rate of 3.050% per year and mature on July 15, 2061.

Interest on the Notes will accrue from July 12, 2021, and will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022.

The Company may redeem some or all of the Notes of each series at the applicable redemption price, as described in the Second Supplemental Indenture.

The Notes are the Company’s unsecured, unsubordinated debt obligations and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated debt obligations from time to time outstanding.

On December 1, 2020, the Company entered into an Agreement and Plan of Merger (as amended, supplemented, restated or modified from time to time, the “Merger Agreement”) by and among the Company, Skyline Strategies I Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Skyline Strategies II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Slack Technologies, Inc., a Delaware corporation (“Slack”). The acquisition of Slack by the Company pursuant to the Merger Agreement is referred to in this Form 8-K as the “proposed transaction.” The Company intends (i) to use the net proceeds of the Offering of the Mandatorily Redeemable Notes to partially fund the cash consideration payable by the Company for the proposed transaction and to pay related fees, costs and expenses and (ii) to allocate an amount equal to the net proceeds from the sale of the Sustainability Notes to finance or refinance, in whole or in part, one or more new or existing green or social projects that satisfy certain criteria. If the consummation of the proposed transaction does not occur on or before June 1, 2022 or the Company notifies the Trustee that it will not pursue the consummation of the proposed transaction, the Company will be required to redeem the Mandatorily Redeemable Notes then outstanding at a redemption price equal to 101% of the principal amount of the Mandatorily Redeemable Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of such special mandatory redemption (the “Special Mandatory Redemption”). The Sustainability Notes are not subject to the Special Mandatory Redemption.

The Indenture contains customary events of default with respect to the Notes, including failure to make required payments, failure to comply with certain agreements or covenants and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the Notes. If any other event of default under the Indenture occurs and is continuing with respect to a series of Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series may declare the acceleration of the amounts due under the applicable Notes.

The foregoing descriptions of the Notes, the Base Indenture and the Second Supplemental Indenture are qualified in their entirety by reference to the full text of the Base Indenture, which is included as Exhibit 4.1 to this Form 8-K, the Second Supplemental Indenture, which is included as Exhibit 4.2 to this Form 8-K, and the forms of Notes, which are included as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 to this Form 8-K, and each of which is incorporated into this Form 8-K. Wachtell, Lipton, Rosen & Katz provided the Company with the legal opinion attached to this Form 8-K as Exhibit 5.1.

Item 1.02

Termination of a Material Definitive Agreement.

The information included in Item 8.01 relating to the Acquisition Term Loan Agreement referred to below is hereby incorporated by reference into this Item 1.02.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 8.01

Other Events

In connection with the consummation of the Offering, the Company terminated all commitments (i) outstanding under that certain Credit Agreement with the lenders and other parties thereto and Bank of America, N.A., as administrative agent, that provided the Company with the ability to borrow up to $3 billion on an unsecured basis subject to certain terms and conditions (the “Acquisition Term Loan Agreement”) and (ii) obtained from Citigroup Global Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and certain other financial institutions for a 364-day senior unsecured bridge term loan facility, in each case entered into or obtained, as applicable, in connection with the proposed transaction.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

4.1		Indenture, dated April 11, 2018, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by salesforce.com, inc. on April 11, 2018)

4.2		Second Supplemental Indenture, dated July 12, 2021, between the Company and U.S. Bank National Association, as trustee

4.3		Form of 2024 Notes (included in Exhibit 4.2)

4.4		Form of Sustainability Notes (included in Exhibit 4.2)

4.5		Form of 2031 Notes (included in Exhibit 4.2)

4.6		Form of 2041 Notes (included in Exhibit 4.2)

4.7		Form of 2051 Notes (included in Exhibit 4.2)

4.8		Form of 2061 Notes (included in Exhibit 4.2)

5.1		Opinion of Wachtell, Lipton, Rosen & Katz, relating to the Notes (including the consent required with respect thereto)

104		Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document

Forward-Looking Statements

This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to future events and anticipated results of operations, business strategies, the anticipated benefits of the offering of the notes described herein, the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the offering of the notes described herein and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Salesforce or Slack stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; the effect of the announcement of the proposed transaction on the ability of Salesforce or Slack to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Salesforce or Slack do business, or on Salesforce’s or Slack’s operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of Salesforce to successfully integrate Slack’s operations; the ability of Salesforce to implement its plans, forecasts and other expectations with respect to Salesforce’s business after the completion of the transaction and realize expected synergies; and business disruption following the proposed transaction. Risks related to the proposed transaction are included in the registration statement on Form S-4 (as amended, the “Registration

Statement”) that was filed by Salesforce with the SEC and declared effective by the SEC on January 29, 2021, the prospectus that was filed by Salesforce with the SEC on January 29, 2021 (the “Prospectus”) and the definitive proxy statement that was filed by Slack with the SEC on January 29, 2021 (“the Proxy Statement”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Registration Statement, Prospectus and Proxy Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Salesforce’s and Slack’s respective periodic reports and other filings with the SEC, including the risk factors identified in the preliminary prospectus supplement relating to the offering and Salesforce’s and Slack’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this communication are made only as of the date hereof. Neither Salesforce nor Slack undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Additional Information about the Proposed Transaction and Where to Find It

Salesforce filed with the SEC the Registration Statement and the Prospectus, and Slack filed with the SEC the Proxy Statement. The Registration was declared effective on January 29, 2021 and the Prospectus and the Proxy Statement were first mailed to shareholders of Slack on or about January 29, 2021. Each of Salesforce and Slack may also file other relevant documents with the SEC regarding the proposed transaction. The information in the Prospectus and Proxy Statement may be changed. This document is not a substitute for the Registration Statement, the Prospectus and the Proxy Statement or any other document that Salesforce or Slack may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the Registration Statement, the Prospectus and the Proxy Statement and all other documents containing important information about Salesforce, Slack and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Salesforce may be obtained free of charge on Salesforce’s website at www.salesforce.com/investor or by contacting Salesforce’s Investor Relations department at investor@salesforce.com. Copies of the documents filed with the SEC by Slack may be obtained free of charge on Slack’s website at investor.slackhq.com or by contacting Slack’s Investor Relations department at ir@slack.com.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


salesforce.com, inc.

By:		/s/ Amy Weaver
		Amy Weaver
		President and Chief Financial Officer

Dated: July 12, 2021

Exhibit 4.2

EXECUTION VERSION

SALESFORCE.COM, INC., as the Company

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

0.625% Notes due 2024

1.500% Notes due 2028

1.950% Notes due 2031

2.700% Notes due 2041

2.900% Notes due 2051

And

3.050% Notes due 2061

Second Supplemental Indenture

Dated as of July 12, 2021

Indenture dated as of April 11, 2018

TABLE OF CONTENTS


		PAGE

	ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1

Section 1.01.	Definitions		1
Section 1.02.	Conflicts with Base Indenture		5

	ARTICLE 2
FORM OF NOTES			6

Section 2.01.	Form of Notes		6

	ARTICLE 3
THE NOTES			6

Section 3.01.	Amount; Series; Terms		6
Section 3.02.	Denominations		8
Section 3.03.	Book-entry Provisions for Global Securities		8
Section 3.04.	Additional Notes		8

	ARTICLE 4
REDEMPTION OR REPURCHASE OF SECURITIES			8

Section 4.01.	Applicability of Base Indenture		8
Section 4.02.	Optional Redemption		8
Section 4.03.	Special Mandatory Redemption of the 2024 Notes, the 2031 Notes, the 2041 Notes, the 2051 Notes and the 2061 Notes		9

	ARTICLE 5
COVENANTS AND REMEDIES			10

Section 5.01.	Company May Consolidate, Etc., Only on Certain Terms		10
Section 5.02.	Events of Default		11
Section 5.03.	Acceleration of Maturity; Rescission and Annulment		12
Section 5.04.	References in Base Indenture		12

	ARTICLE 6
MISCELLANEOUS			12

Section 6.01.	Confirmation of Indenture		12
Section 6.02.	Counterparts		13
Section 6.03.	Governing Law		13
Section 6.04.	Recitals by the Company		13

Exhibit A-1	Form of 2023 Note		A-1-1

- i -


Exhibit A-2	Form of 2028 Note	A-2-1
Exhibit A-3	Form of 2031 Note	A-3-1
Exhibit A-4	Form of 2041 Note	A-4-1
Exhibit A-5	Form of 2051 Note	A-5-1
Exhibit A-6	Form of 2061 Note	A-6-1

- ii -

SECOND SUPPLEMENTAL INDENTURE, dated as of July 12, 2021 (“Second Supplemental Indenture”), to the Indenture dated as of April 11, 2018 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities that are not the Notes, the “Base Indenture” and, as amended, modified and supplemented by this Second Supplemental Indenture, the “Indenture”), by and between SALESFORCE.COM, INC. (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes:

WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of debt securities to be issued in one or more Series as provided in the Base Indenture;

WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Second Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 0.625% Notes due 2024 (the “2024 Notes”), a Series of Securities designated as its 1.500% Notes due 2028 (the “2028 Notes”), a Series of Securities designated as its 1.950% Notes due 2031 (the “2031 Notes”), a Series of Securities designated as its 2.700% Notes due 2041 (the “2041 Notes”), a Series of Securities designated as its 2.900% Notes due 2051 (the “2051 Notes”) and a Series of Securities designated as its 3.050% Notes due 2061 (the “2061 Notes,” and together with the 2024 Notes, the 2028 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the “Notes”), on the terms set forth herein;

WHEREAS, Section 2.01 of the Base Indenture provides that a supplemental indenture may be entered into by the parties for such purpose without the consent of any Holders; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture with respect to the Notes have been done.

NOW, THEREFORE:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Base Indenture. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

- 1 -

As used herein, the following terms have the specified meanings:

“2024 Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“2028 Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“2031 Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“2041 Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“2051 Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“2061 Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“Additional Notes” has the meaning specified in Section 3.04 of this Second Supplemental Indenture.

“Base Indenture” has the meaning specified in the recitals of this Second Supplemental Indenture.

“Business Day” means, with respect to any Note, any calendar day that is not a Saturday or a Sunday or a day on which banking institutions in the City of New York (or any other place of payment with respect to such Note) are authorized or required by law, regulation or executive order to close.

“Company” means the Person specified as the “Company” in the recitals of this Second Supplemental Indenture until a successor replaces it pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed pursuant to Section 4.02 (assuming, for this purpose, that the Notes to be redeemed matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming, for this purpose, that the Notes to be redeemed matured on the applicable Par Call Date).

“Comparable Treasury Price” means, with respect to any Redemption Date pursuant to Section 4.02 hereof, (1) the arithmetic average of the applicable Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four applicable Reference Treasury Dealer Quotations, the arithmetic average of all applicable Reference Treasury Dealer Quotations for such Redemption Date.

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“Continuing Entity” has the meaning set forth in Section 5.01(a)(i).

“Corporate Trust Office” means the designated office of the Trustee at which at any time its corporate trust business relating to this Second Supplemental Indenture shall be administered, which office at the date hereof is located at 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071, Attention: B. Scarbrough (salesforce.com, inc.), or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

“Depositary” means DTC or any successor designated by the Company pursuant to the Indenture.

“Event of Default” has the meaning set forth in Section 5.02.

“Extended Termination Date” has the meaning set forth in Section 4.03(a).

“Global Note” means Notes that are Global Securities (as defined in the Base Indenture).

“Indenture” has the meaning specified in the recitals of this Second Supplemental Indenture.

“Independent Investment Banker” means Citigroup Global Markets Inc., BofA Securities, Inc. or J.P. Morgan Securities LLC and any of their respective successors or their respective Affiliates as the Company may appoint from time to time; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company may substitute another Primary Treasury Dealer.

“Initial 2024 Notes” has the meaning set forth in Section 3.01(b).

“Initial 2028 Notes” has the meaning set forth in Section 3.01(b).

“Initial 2031 Notes” has the meaning set forth in Section 3.01(b).

“Initial 2041 Notes” has the meaning set forth in Section 3.01(b).

“Initial 2051 Notes” has the meaning set forth in Section 3.01(b).

“Initial 2061 Notes” has the meaning set forth in Section 3.01(b).

“Initial Notes” has the meaning set forth in Section 3.01(b).

- 3 -

“Interest Payment Date”, when used with respect to any Note, means the Stated Maturity of an installment of interest on such Note.

“Mandatorily Redeemable Notes” means the 2024 Notes, the 2031 Notes, the 2041 Notes, the 2051 Notes and the 2061 Notes.

“Mergers” means the acquisition of Slack Technologies, Inc. by the Company or any of its Subsidiaries.

“Notes” has the meaning specified in the recitals of this Second Supplemental Indenture.

“Notice of Default” has the meaning specified in Section 5.02(c).

“Par Call Date” means (i) with respect to the 2024 Notes, July 15, 2022, (ii) with respect to the 2028 Notes, May 15, 2028, (iii) with respect to the 2031 Notes, April 15, 2031, (iv) with respect to the 2041 Notes, January 15, 2041, (v) with respect to the 2051 Notes, January 15, 2051, and (vi) with respect to the 2061 Notes, January 15, 2061.

“Primary Treasury Dealer” means a primary U.S. Government securities dealer in the United States of America.

“principal” of a Note means the principal amount of the Note.

“Property” means any property or asset, whether real, personal or mixed, or tangible or intangible, including shares of capital stock.

“Redemption Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to the Indenture or such Note.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., BofA Securities, Inc. or J.P. Morgan Securities LLC and any of their respective successors or Affiliates as the Company may appoint from time to time (provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company may substitute therefor another Primary Treasury Dealer) and any other Primary Treasury Dealers selected by the Company, and any of their respective Affiliates or successors as the Company may appoint from time to time.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Company, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Regular Record Date”, for the interest payable on any Interest Payment Date on the Notes of any Series, means the date specified for that purpose herein.

- 4 -

“Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date if such note matured on the applicable Par Call Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date.

“Second Supplemental Indenture” has the meaning specified in the recitals of this Second Supplemental Indenture.

“Special Mandatory Redemption” has the meaning set forth in Section 4.03(a).

“Special Mandatory Redemption Date” has the meaning set forth in Section 4.03(b).

“Special Mandatory Redemption Price” has the meaning set forth in Section 4.03(a).

“Special Mandatory Redemption Trigger Date” has the meaning set forth in Section 4.03(a).

“Stated Maturity” means, when used with respect to any Note or any installment of principal thereof or interest thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.

“Subsidiary” means any corporation or other entity of which at least a majority of the outstanding capital stock or other equity interests having by the terms thereof ordinary voting power to elect a majority of the directors, managers or trustees of such corporation or other entity, irrespective of whether or not at the time capital stock or other equity securities of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency, is at the time, directly or indirectly, owned or controlled by the Company or by one or more of its Subsidiaries, or by the Company and one or more of its Subsidiaries.

“Treasury Rate” means, with respect to any Redemption Date pursuant to Section 4.02 hereof, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding that Redemption Date) of the applicable Comparable Treasury Issue. In determining this rate, the Company will assume a price for the applicable Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.

Section 1.02. Conflicts with Base Indenture. In the event that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this Second Supplemental Indenture shall control.

- 5 -

ARTICLE 2

FORM OF NOTES

Section 2.01. Form of Notes. The Notes shall be substantially in the forms of Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5 and Exhibit A-6 hereto, as applicable, which are hereby incorporated in and expressly made a part of the Indenture.

ARTICLE 3

THE NOTES

Section 3.01. Amount; Series; Terms.

(a) There is hereby created and designated six Series of Securities under the Base Indenture: the title of the 2024 Notes shall be “0.625% Notes due 2024,” the title of the 2028 Notes shall be “1.500% Notes due 2028,” the title of the 2031 Notes shall be “1.950% Notes due 2031,” the title of the 2041 Notes shall be “2.700% Notes due 2041,” the title of the 2051 Notes shall be “2.900% Notes due 2051,” and the title of the 2061 Notes shall be “3.050% Notes due 2061.” The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture or Authorizing Resolution with respect to such other Series of Securities or Officer’s Certificate establishing such Series of Securities specifically incorporates such changes, modifications and supplements.

(b) The aggregate principal amount of 2024 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2024 Notes”) shall be limited to $1,000,000,000, the aggregate principal amount of 2028 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2028 Notes”) shall be limited to $1,000,000,000, the aggregate principal amount of 2031 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2031 Notes”) shall be limited to $1,500,000,000, the aggregate principal amount of 2041 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2041 Notes”) shall be limited to $1,250,000,000, the aggregate principal amount of 2051 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2051 Notes”) shall be limited to $2,000,000,000, and the aggregate principal amount of 2061 Notes that initially may be authenticated and delivered under this Second Supplemental Indenture (the “Initial 2061 Notes,” and together with the Initial 2024 Notes, the Initial 2028 Notes, the Initial 2031 Notes, the Initial 2041 Notes and the Initial 2051 Notes, the “Initial Notes”) shall be limited to $1,250,000,000, subject, in each case, to increase as set forth in Section 3.04.

(c) The Stated Maturity of the 2024 Notes, on which principal thereof is due and payable, shall be July 15, 2024, the Stated Maturity of the 2028 Notes, on which principal thereof is due and payable, shall be July 15, 2028, the Stated Maturity of the

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2031 Notes, on which principal thereof is due and payable, shall be July 15, 2031, the Stated Maturity of the 2041 Notes, on which principal thereof is due and payable, shall be July 15, 2041, the Stated Maturity of the 2051 Notes, on which principal thereof is due and payable, shall be July 15, 2051, and the Stated Maturity of the 2061 Notes, on which principal thereof is due and payable, shall be July 15, 2061. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange at the office of the Company maintained for such purpose, which shall initially be the Corporate Trust Office of the Trustee.

(d) The 2024 Notes shall accrue interest at the rate of 0.625% per year, the 2028 Notes shall accrue interest at the rate of 1.500% per year, the 2031 Notes shall accrue interest at the rate of 1.950% per year, the 2041 Notes shall accrue interest at the rate of 2.700% per year, the 2051 Notes shall accrue interest at the rate of 2.900% per year, and the 2061 Notes shall accrue interest at the rate of 3.050% per year, in each case beginning on July 12, 2021 or from the most recent date to which interest has been paid or duly provided for, as further provided in the forms of Notes annexed hereto as Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5 or Exhibit A-6. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. The Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, beginning on January 15, 2022, and the Regular Record Date for any interest payable on each such Interest Payment Date shall be the immediately preceding January 1 and July 1, respectively; provided that upon the Stated Maturity of the principal of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

(e) The Notes of each Series will be initially issued in the form of one or more Global Notes, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in the Base Indenture.

(f) Payment of principal of and premium, if any, and interest on a Note that is a Global Security registered in the name of or held by the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Security. If the Notes are no longer represented by a Global Security, payment of interest on certificated Notes in definitive form may, at the Company’s option, be made by (i) check mailed directly to Holders of such Notes at their registered addresses or (ii) upon request of any Holder of at least $1,000,000 principal amount of Notes, wire transfer to an account located in the United States maintained by the payee.

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Section 3.02. Denominations. The Notes of each Series shall be issuable only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 3.03. Book-entry Provisions for Global Securities.

(a) Except for the circumstances described in Article Two of the Base Indenture, no Global Security may be exchanged in whole or in part for Notes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof.

Section 3.04. Additional Notes. The Company may, without notice to or the consent of the Holders of the Notes, create and issue pursuant to the Indenture additional Notes of a Series (“Additional Notes”) having the same terms as, and ranking equally and ratably with, the applicable Series of Notes in all respects, except for the issue date, the public offering price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Notes and the first payment of interest following the issue date of such Additional Notes; provided that if such Additional Notes are not fungible with the applicable Series of Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number. Such Additional Notes may be consolidated and form a single Series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise as, the applicable Series of Notes, and will vote together as one class on all matters with respect to such Series of Notes.

ARTICLE 4

REDEMPTION OR REPURCHASE OF SECURITIES

Section 4.01. Applicability of Base Indenture. Subject to Section 1.02 hereof, the provisions of Article Three of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to redemptions of the Notes pursuant to Section 4.02 hereof.

Section 4.02. Optional Redemption.

(a) The Company may redeem the Notes of any Series at its option, either in whole or in part, at any time or from time to time prior to the applicable Par Call Date, at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted by the Company to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 3 basis points for the 2024 Notes, 5 basis points for the 2028 Notes, 10 basis points for the 2031 Notes, 12.5 basis points for the 2041 Notes, 15 basis points for the 2051 Notes and 15 basis points for the 2061 Notes.

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(b) The Company may redeem the Notes of any Series, either in whole or in part, at any time or from time to time on or after the applicable Par Call Date, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

(c) The first paragraph of Section 3.03 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. At least 10 days but not more than 60 days before a redemption date, the Company shall send a notice of redemption by first-class mail, postage prepaid (or in the case of Global Notes, deliver electronically in accordance with the applicable procedures of the Depositary), to each Holder of Notes to be redeemed (with a copy to the Trustee).

(d) Unless the Company defaults in the payment of the redemption price, on and after the Redemption Date for the Notes to be redeemed, interest will cease to accrue on such Notes, or portions thereof, called for redemption.

Section 4.03. Special Mandatory Redemption of the 2024 Notes, the 2031 Notes, the 2041 Notes, the 2051 Notes and the 2061 Notes.

(a) If (x) the consummation of the Mergers does not occur on or before June 1, 2022 (the “Extended Termination Date”) or (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Mergers (the earlier of the date of delivery of such notice described in clause (y) and the Extended Termination Date, the “Special Mandatory Redemption Trigger Date”), the Company will be required to redeem the Mandatorily Redeemable Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined below) (the “Special Mandatory Redemption Price”). The 2028 Notes are not subject to the Special Mandatory Redemption.

(b) In the event that the Company becomes obligated to redeem the Mandatorily Redeemable Notes pursuant to the Special Mandatory Redemption, the Company will promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the Trustee and the registered Holders of the Mandatorily Redeemable Notes of the Special Mandatory Redemption and the date upon which such notes will be redeemed (the “Special Mandatory Redemption Date”, which date shall be no later than the third Business Day following the date of such notice) together with a notice of Special Mandatory Redemption for the Trustee to deliver to each registered Holder of Notes to be redeemed. At the request of the Company, delivered to the Trustee at least one Business Day prior to the date such notice is to be sent (or such shorter period as the Trustee may agree), the Trustee will promptly mail, or deliver electronically if such Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered Holder of Notes to be redeemed at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes to be redeemed.

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(c) Notwithstanding the foregoing, installments of interest on any Series of Mandatorily Redeemable Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant Regular Record Dates in accordance with the Notes and the Indenture.

ARTICLE 5

COVENANTS AND REMEDIES

Section 5.01. Company May Consolidate, Etc., Only on Certain Terms.

(a) Section 5.01 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. The Company shall not consolidate with or merge into another Person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its Property to any other Person, unless:

(i) (A) the Company is the continuing Person or (B) the successor formed from the consolidation or merger or the Person that received the transfer of or leases the Property (the “Continuing Entity”) is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes, by an indenture supplemental to the Indenture, all of the Company’s obligations under the Notes and the Indenture;

(ii) immediately after giving effect to the transaction, no Event of Default (as defined below) shall have occurred and be continuing; and

(iii) the Company or the Continuing Entity delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, subject to customary qualifications and exceptions, each stating that the transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for in the Indenture relating to the transaction have been satisfied.

(b) Upon satisfaction of the foregoing conditions, the Continuing Entity, if not the Company, shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Indenture and the Company will be released from all obligations and covenants under the Indenture and the Notes; provided that, in the case of a lease of all or substantially all of the Company’s Property, the Company will not be released from any of the obligations or covenants under the Indenture and the Notes.

(c) Notwithstanding anything in this Section 5.01, any conveyance, transfer or lease of Property between or among the Company and its Subsidiaries will not be prohibited under the Indenture.

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Section 5.02. Events of Default. Section 6.01 of the Base Indenture shall not apply to the Notes. Each of the following events shall constitute an “Event of Default” with respect to a Series of Notes:

(a) default in the payment of the principal of or premium (if any) on any Note of such Series when due and payable at its Stated Maturity, upon any optional or mandatory redemption or otherwise;

(b) default in the payment of any interest upon any Note of such Series when it becomes due and payable (if the time of payment has not been extended or deferred), and continuance of such default for a period of 30 days;

(c) default in the performance, or breach, of any covenant of the Company in the Indenture relating to the Notes of such Series (other than a covenant a default in whose performance or whose breach is elsewhere in this Section 5.02 specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, or overnight delivery service to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes of such Series a written notice specifying such default or breach and stating that such notice is a “Notice of Default” under the Indenture;

(d) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its Property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; and

(e) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of all or substantially all of its Property, or the making by it of a general assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due.

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Section 5.03. Acceleration of Maturity; Rescission and Annulment. Section 6.02 of the Base Indenture shall not apply to the Notes, and the following shall apply in lieu thereof. If an Event of Default (other than an Event of Default pursuant to Section 5.02(d) or Section 5.02(e)) occurs and is continuing with respect to a Series of Notes, then the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes of such Series may, by a notice in writing to the Company (and to the Trustee if given by Holders), declare the principal amount of all such Notes, plus accrued and unpaid interest, if any, on such Notes to be due and payable immediately, and upon any such declaration such principal amount and accrued and unpaid interest shall become immediately due and payable. However, upon an Event of Default pursuant to Section 5.02(d) or Section 5.02(e), the principal amount of all outstanding Notes, plus accrued and unpaid interest, if any, on all outstanding Notes to the acceleration date, shall be due and payable immediately without any declaration or other act on the part of the Trustee or any Holder.

At any time after such a declaration of acceleration with respect to the Notes of a Series has been made but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes of such Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default, other than the non-payment of the principal and interest, if any, of Notes which have become due solely as a result of such declaration of acceleration, have been cured or waived as provided in Section 6.04 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under the Indenture and such proceedings shall have been discontinued or been abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Section 5.04. References in Base Indenture. With respect to the Notes, references to “Section 6.01(1),” “Section 6.01(2),” “Section 6.01(3),” “Section 6.01(4),” and “Section 6.01(5)” in the Base Indenture shall be deemed to refer to Section 5.02(c), Section 5.02(b), Section 5.02(c), Section 5.02(d), and Section 5.02(e) of this Second Supplemental Indenture, respectively.

ARTICLE 6

MISCELLANEOUS

Section 6.01. Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument.

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Section 6.02. Counterparts. The parties hereto may sign one or more copies of this Second Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

Section 6.03. Governing Law. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 6.04. Recitals by the Company. The recitals in this Second Supplemental Indenture are made by the Company only and not by the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this Second Supplemental Indenture as fully and with like effect as if set forth herein in full.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.


SALESFORCE.COM, INC., as the Company

By:	/s/ Amy Weaver
	Name:	Amy Weaver
	Title:	President and Chief Financial Officer

[Signature Page to Second Supplemental Indenture]


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:	/s/ Bradley E. Scarbrough
	Name:	Bradley E. Scarbrough
	Title:	Vice President

[Signature Page to Second Supplemental Indenture]

EXHIBIT A-1

FORM OF NOTE

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED AS A WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, ITS SUCCESSORS OR THEIR RESPECTIVE NOMINEES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1-1

SALESFORCE.COM, INC.

0.625% Notes due 2024

No. [●]

CUSIP No.: 79466L AG9

ISIN No.: US79466LAG95

$[●]

SALESFORCE.COM, INC., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of [●] DOLLARS on July 15, 2024.

Interest Payment Dates: January 15 and July 15, beginning on January 15, 2022.

Regular Record Dates: January 1 and July 1.

A-1-2

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


SALESFORCE.COM, INC., as Company

By:
		Name:
		Title:

[Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


U.S. Bank National Association, Trustee, certifies that this is one of the Notes referred to in the Supplemental Indenture.



By:
		Authorized Signatory

[Global Note]

(REVERSE OF NOTE)

SALESFORCE.COM, INC.

0.625% Notes due 2024

salesforce.com, inc., a Delaware corporation (together with its successors and assigns, the “Company”), issued this Note under an Indenture dated as of April 11, 2018 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”), as supplemented by the Second Supplemental Indenture dated as of July 12, 2021 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which this Note is authorized and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them therein. If any terms of this Note conflicts with the terms of the Indenture, the terms of the Indenture shall govern and control.

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 0.625% per year. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

2. Method of Payment. The Company will pay interest on this Note (except defaulted interest, if any, which will be paid on a special payment date to Holders of record on such special record date as may be fixed by the Company in accordance with Section 2.11 of the Base Indenture) to the persons who are registered Holder of this Note at the close of business on the Regular Record Date immediately preceding the relevant Interest Payment Date. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts, at the office or agency of the Company maintained for that purpose in accordance with the Indenture.

3. Paying Agent. Initially, the Trustee will act as Paying Agent and Registrar. The Company may have one or more co-Registrars and one or more additional paying agents. The Company may at any time rescind the designation of any Registrar or Paying Agent or approve a change through which the Registrar or Paying Agent acts.

A-1-5

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders are referred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes a Note in the series designated on the face hereof as the “0.625% Notes due 2024”, initially limited to $1,000,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to: salesforce.com, inc., Salesforce Tower, 415 Mission St, 3rd Fl., San Francisco CA 94105, Attention: Chief Financial Officer.

5. Optional Redemption. This Note shall be redeemable at the option of the Company in accordance with Section 4.02 of the Supplemental Indenture.

6. Special Mandatory Redemption. The Company will be required to redeem this Note as and to the extent set forth in (and only in the circumstances described in) Section 4.03 of the Supplemental Indenture.

7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

8. Unclaimed Money. All amounts of principal of and premium, if any, and interest on this Note paid by the Company to the Trustee or Paying Agent that remain unclaimed for two years will be repaid to the Company, and the Holder of this Note will thereafter look solely to the Company for payment unless applicable abandoned property law designates another Person.

9. Amendment, Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.

10. Successor Person. When a successor Person assumes all of the obligations of its predecessor under the Note and the Indenture, the predecessor Person will be released from those obligations, in accordance with and except as set forth in the Indenture.

11. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Note or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.

A-1-6

12. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

13. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

14. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on this Note and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on this Note or as contained in any notice of repurchase, and reliance may be placed only on the other identification numbers placed thereon.

A-1-7

EXHIBIT A-2

FORM OF NOTE

A-2-1

SALESFORCE.COM, INC.

1.500% Notes due 2028

No. [●]

CUSIP No.: 79466L AH7

ISIN No.: US79466LAH78

$[●]

SALESFORCE.COM, INC., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of [●] DOLLARS on July 15, 2028.

Interest Payment Dates: January 15 and July 15, beginning on January 15, 2022.

Regular Record Dates: January 1 and July 1.

A-2-2

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


SALESFORCE.COM, INC., as Company

By:
		Name:
		Title:

[Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


U.S. Bank National Association, Trustee, certifies that this is one of the Notes referred to in the Supplemental Indenture.


By:
		Authorized Signatory

[Global Note]

(REVERSE OF NOTE)

SALESFORCE.COM, INC.

1.500% Notes due 2028

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 1.500% per year. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

A-2-5

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders are referred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes a Note in the series designated on the face hereof as the “1.500% Notes due 2028”, initially limited to $1,000,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to: salesforce.com, inc., Salesforce Tower, 415 Mission St, 3rd Fl., San Francisco CA 94105, Attention: Chief Financial Officer.

5. Optional Redemption. This Note shall be redeemable at the option of the Company in accordance with Section 4.02 of the Supplemental Indenture.

6. [Reserved].

7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Amendment, Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.

12. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

A-2-6

13. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

A-2-7

EXHIBIT A-3

FORM OF NOTE

A-3-1

SALESFORCE.COM, INC.

1.950% Notes due 2031

No. [●]

CUSIP No.: 79466L AJ3

ISIN No.: US79466LAJ35

$[●]

SALESFORCE.COM, INC., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of [●] DOLLARS on July 15, 2031.

Interest Payment Dates: January 15 and July 15, beginning on January 15, 2022.

Regular Record Dates: January 1 and July 1.

A-3-2

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


SALESFORCE.COM, INC., as Company

By:
		Name:
		Title:

[Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


U.S. Bank National Association, Trustee, certifies that this is one of the Notes referred to in the Supplemental Indenture.


By:
		Authorized Signatory

[Global Note]

(REVERSE OF NOTE)

SALESFORCE.COM, INC.

1.950% Notes due 2031

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 1.950% per year. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

A-3-5

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders are referred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes a Note in the series designated on the face hereof as the “1.950% Notes due 2031”, initially limited to $1,500,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to: salesforce.com, inc., Salesforce Tower, 415 Mission St, 3rd Fl., San Francisco CA 94105, Attention: Chief Financial Officer.

5. Optional Redemption. This Note shall be redeemable at the option of the Company in accordance with Section 4.02 of the Supplemental Indenture.

7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Amendment, Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.

A-3-6

12. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

13. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

A-3-7

EXHIBIT A-4

FORM OF NOTE

A-4-1

SALESFORCE.COM, INC.

2.700% Notes due 2041


No. [●]				CUSIP No.: 79466L AK0
				ISIN No.: US79466LAK08
				$[●]

SALESFORCE.COM, INC., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of [●] DOLLARS on July 15, 2041.

Interest Payment Dates: January 15 and July 15, beginning on January 15, 2022.

Regular Record Dates: January 1 and July 1.

A-4-2

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


SALESFORCE.COM, INC., as Company

By:
		Name:
		Title:

[Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


U.S. Bank National Association, Trustee, certifies that this is one of the Notes referred to in the Supplemental Indenture.



By:
		Authorized Signatory

[Global Note]

(REVERSE OF NOTE)

SALESFORCE.COM, INC.

2.700% Notes due 2041

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 2.700% per year. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

A-4-5

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders are referred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes a Note in the series designated on the face hereof as the “2.700% Notes due 2041”, initially limited to $1,250,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to: salesforce.com, inc., Salesforce Tower, 415 Mission St, 3rd Fl., San Francisco CA 94105, Attention: Chief Financial Officer.

5. Optional Redemption. This Note shall be redeemable at the option of the Company in accordance with Section 4.02 of the Supplemental Indenture.

7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Amendment, Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.

A-4-6

12. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

13. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

A-4-7

EXHIBIT A-5

FORM OF NOTE

A-5-1

SALESFORCE.COM, INC.

2.900% Notes due 2051

No. [●]

CUSIP No.: 79466L AL8

ISIN No.: US79466LAL80

$[●]

SALESFORCE.COM, INC., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of [●] DOLLARS on July 15, 2051.

Interest Payment Dates: January 15 and July 15, beginning on January 15, 2022.

Regular Record Dates: January 1 and July 1.

A-5-2

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


SALESFORCE.COM, INC., as Company

By:
		Name:
		Title:

[Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


U.S. Bank National Association, Trustee,
		certifies that this is one of the Notes referred to in the Supplemental Indenture.

By:
		Authorized Signatory

[Global Note]

(REVERSE OF NOTE)

SALESFORCE.COM, INC.

2.900% Notes due 2051

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 2.900% per year. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

A-5-5

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders are referred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes a Note in the series designated on the face hereof as the “2.900% Notes due 2051”, initially limited to $2,000,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to: salesforce.com, inc., Salesforce Tower, 415 Mission St, 3rd Fl., San Francisco CA 94105, Attention: Chief Financial Officer.

5. Optional Redemption. This Note shall be redeemable at the option of the Company in accordance with Section 4.02 of the Supplemental Indenture.

7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Amendment, Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.

A-5-6

12. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

13. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

A-5-7

EXHIBIT A-6

FORM OF NOTE

A-6-1

SALESFORCE.COM, INC.

3.050% Notes due 2061


No. [●]		CUSIP No.: 79466L AM6
		ISIN No.: US79466LAM63
		$[●]

SALESFORCE.COM, INC., a Delaware corporation (the “Company”), for value received promises to pay to CEDE & CO. or registered assigns the principal sum of [●] DOLLARS on July 15, 2061.

Interest Payment Dates: January 15 and July 15, beginning on January 15, 2022.

Regular Record Dates: January 1 and July 1.

A-6-2

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.


SALESFORCE.COM, INC., as Company

By:
		Name:
		Title:

[Global Note]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION


U.S. Bank National Association, Trustee, certifies that this is one of the Notes referred to in the Supplemental Indenture.


By:
		Authorized Signatory

[Global Note]

(REVERSE OF NOTE)

SALESFORCE.COM, INC.

3.050% Notes due 2061

1. Interest. The Company promises to pay interest on the principal amount of this Note at the rate of 3.050% per year. The Company will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”), beginning on January 15, 2022, until the principal is paid or made available for payment. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date of issuance to, but excluding, the applicable Interest Payment Date or Stated Maturity of the principal of the Note, as the case may be. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.

A-6-5

4. Indenture; Copies. The terms of this Note include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”) as in effect on the date the Indenture is qualified. This Note is subject to all such terms, and Holders are referred to the Indenture and TIA for a statement of such terms. This Note is an unsecured, unsubordinated obligation of the Company and constitutes a Note in the series designated on the face hereof as the “3.050% Notes due 2061”, initially limited to $1,250,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to: salesforce.com, inc., Salesforce Tower, 415 Mission St, 3rd Fl., San Francisco CA 94105, Attention: Chief Financial Officer.

5. Optional Redemption. This Note shall be redeemable at the option of the Company in accordance with Section 4.02 of the Supplemental Indenture.

7. Persons Deemed Owners. The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Amendment, Supplement, Waiver. The Indenture or this Note may be amended or supplemented in accordance with the terms of the Indenture.

A-6-6

12. Discharge of Indenture. The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

13. Authentication. This Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the other side of this Note.

15. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

A-6-7

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

July 12, 2021

salesforce.com, inc.

Salesforce Tower

415 Mission Street, 3rd Fl.

San Francisco, CA 94105

Re: salesforce.com, inc. Current Report on Form 8-K filed on July 12, 2021

(0.625% Senior Notes due 2024, 1.500% Senior Notes due 2028, 1.950% Senior Notes due 2031, 2.700% Senior Notes due 2041, 2.900% Senior Notes due 2051 and 3.050% Senior Notes due 2061)

Ladies and Gentlemen:

We have acted as special outside counsel to salesforce.com, inc., a Delaware corporation (the “Company”), in connection with the sale by the Company to the Underwriters (as defined in the Underwriting Agreement dated June 29, 2021 (the “Underwriting Agreement”)) between the Company and the Underwriters listed in Schedule A thereto, pursuant to the Registration Statement on Form S-3ASR (File No. 333-251123) (the “Registration Statement”) of $1,000,000,000 aggregate principal amount of 0.625% Senior Notes due 2024 (the “2024 Notes”), $1,000,000,000 aggregate principal amount of 1.500% Senior Notes due 2028 (the “Sustainability Notes”), $1,500,000,000 aggregate principal amount of 1.950% Senior Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of 2.700% Senior Notes due 2041 (the “2041 Notes”), $2,000,000,000 aggregate principal amount of 2.900% Senior Notes due 2051 (the “2051 Notes”) and $1,250,000,000 aggregate principal amount of 3.050% Senior Notes due 2061 (the “2061 Notes” and, together with the 2024 Notes, theSustainability Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes, the “Notes”) issued under the Indenture dated as of April 11, 2018 (the “Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented and amended with respect to each series of Notes by the Second Supplemental Indenture thereto dated as of the date hereof (the “Supplemental Indenture”), between the Company and the Trustee.

We have examined and relied on originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of the Company and public officials and other instruments as we have deemed necessary or appropriate for the purposes of this letter, including: (a) the Registration Statement; (b) the Preliminary Prospectus Supplement dated June 29, 2021, as filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”), but excluding the documents incorporated by reference therein; (c) the final term sheet dated June 29, 2021, as filed with the Commission pursuant to Rule 433 under the Act; (d) the Prospectus Supplement dated June 29, 2021, as filed with the Commission pursuant to Rule 424(b)(5) under the Act (the “Prospectus Supplement”), but excluding the documents incorporated by reference therein; (e) a copy of the amended and restated certificate of incorporation of the Company and a copy of the amended and restated bylaws of the Company, each as set forth in the certificate of the Secretary of the Company dated the date hereof; (f) the Indenture; (g) the Supplemental Indenture; (h) a copy of the global note (CUSIP Number 79466LAG9) representing the 2024 Notes, a copy of the global note (CUSIP Number 79466LAH7) representing the Sustainability Notes, a copy of the global note (CUSIP Number 79466LAJ3) representing the 2031 Notes, a copy of the global note (CUSIP Number 79466LAK0) representing the 2041 Notes, a copy of the global note (CUSIP Number 79466LAL8) representing the 2051 Notes, and a copy of the global note (CUSIP Number 79466LAM6) representing the 2061 Notes, each dated as of July 12, 2021; (i) executed copies of the Underwriting Agreement; and (j) resolutions of the Board of Directors of the Company and the Designated Committee relating to the issuance of the Notes.

In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties and compliance with all covenants contained in the agreements, records, documents, instruments and certificates we have reviewed; (iv) all Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus Supplement; and (v) the Underwriting Agreement has been duly authorized and validly executed and delivered by the Underwriters. We have assumed that the terms of the Notes have been established so as not to, and that the execution and delivery by the parties thereto and the performance of such parties’ obligations under, the Notes will not, breach, contravene, violate, conflict with or constitute a default under (1) any law, rule or regulation to which any party thereto is subject (excepting the laws of the State of New York and the federal securities laws of the United States of America as such laws apply to the Company and the Underwriting Agreement), (2) any judicial or regulatory order or decree of any governmental authority or (3) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. We also have assumed that the Indenture, Supplemental Indenture and the Notes are the valid and legally binding obligation of the Trustee. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. We have further assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, facsimile, conformed, electronic or photostatic copies, and the authenticity of the originals of such copies.

We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York and the federal securities laws of the United States of America, in each case as in effect on the date hereof.

Based upon the foregoing, and subject to the qualifications set forth in this letter, we advise you that, in our opinion, the Notes, when duly executed, authenticated, issued, delivered and paid for in accordance with the terms of the Indenture, the Supplemental Indenture and the Underwriting Agreement will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinion set forth above is subject to the effects of: (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally; (b) general equitable principles (whether considered in a proceeding in equity or at law); (c) an implied covenant of good faith and fair dealing; (d) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (e) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States; and (f) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the

agreed-upon exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums upon acceleration or (vi) limit the waiver of rights under usury laws. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended.

We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Notes, the Indenture and the Supplemental Indenture.

This letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing of a copy of this letter as an exhibit to the Company’s Current Report on Form 8-K, filed on July 12, 2021. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.


		Very truly yours,

		/s/ Wachtell, Lipton, Rosen & Katz