Imprivata, Inc. 4,566,666 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 6th, 2015 • Imprivata Inc • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Imprivata, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,566,666 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 648,999 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG IMPRIVATA, INC., PROJECT BRADY MERGER SUB, INC. AND PROJECT BRADY HOLDINGS, LLC DATED AS OF JULY 13, 2016Merger Agreement • July 13th, 2016 • Imprivata Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 13, 2016, is made by and among Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), Project Brady Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Imprivata, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
ContractIndemnification Agreement • June 11th, 2014 • Imprivata Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Imprivata, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractWarrant Agreement • January 17th, 2014 • Imprivata Inc • Services-prepackaged software • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ContractWarrant Agreement • March 31st, 2014 • Imprivata Inc • Services-prepackaged software • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2014 • Imprivata Inc • Services-prepackaged software • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 30th day of April, 2014 (the “Effective Date”) by and between Imprivata, Inc., a Delaware corporation (the “Company”), and David Ting (the “Executive”).
OFFICE LEASE AGREEMENT BETWEEN NORMANDY LEXINGTON ACQUISITION, LLC (“LANDLORD”) AND IMPRIVATA, INC. (“TENANT”)Office Lease Agreement • June 11th, 2014 • Imprivata Inc • Services-prepackaged software
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of April 24, 2007, by and between NORMANDY LEXINGTON ACQUISITION, LLC, a Delaware limited liability company (“Landlord”) and IMPRIVATA, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Notice of Lease).
ADDENDUM TO OFFICE SERVICE AGREEMENT Heathrow Stockley ParkOffice Service Agreement • March 31st, 2014 • Imprivata Inc • Services-prepackaged software
This Addendum to Office Service Agreement, Including the House Rules and Terms and Conditions (together, the “Addendum”) is made and entered into effective as of 28th August 2013, by and between Imprivata UK Limited (“Client”) and Regus UK (“Regus”).
TRIPLE NET SPACE LEASE (MULTI-TENANT) between Cooper House LLC, a California limited liability company, as LANDLORD and Imprivata Inc., a Delaware corporation, as TENANT for PREMISES At Cooper House Santa Cruz, CATriple Net Space Lease • January 17th, 2014 • Imprivata Inc • Services-prepackaged software • California
This Triple Net Space Lease (the “Lease”), dated as of the date first written in the Summary of Basic Lease Information set forth in Article I below (the “Summary”), is made by and between Cooper House LLC, a California limited liability company (“Landlord”) and Imprivata Inc., a Delaware corporation (“Tenant”).
June 15, 2016 BY HAND AND EMAIL Thomas Brigiotta Re: Transitional Services and Separation Agreement Dear Tom: This confirms the details relating to the ending of your employment at Imprivata, Inc. (“Imprivata” or the “Company”).Transitional Services and Separation Agreement • June 21st, 2016 • Imprivata Inc • Services-prepackaged software • Massachusetts
The Company sincerely appreciates your contributions over the years and would like to make this transition as smooth as possible. If you enter into this Transitional Services Agreement (the “Agreement”) it will fully supersede your prior agreements or understandings with the Company regarding compensation and severance including, without limitation, the April 30, 2014 Employment Agreement (the “Employment Agreement”). In the interest of clarity, your obligations under the Company’s Noncompetition, Nondisclosure and Inventions Agreement dated August 19, 2008 (the “Restrictive Covenant Agreement”) shall continue to be in full force and effect.
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 8th, 2015 • Imprivata Inc • Services-prepackaged software
This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 28, 2015, and, with respect to the modification of the definition of Revolving Line Maturity Date only, is effective as of April 27, 2015, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and IMPRIVATA, INC., a Delaware corporation, with its chief executive office located at 10 Maguire Road, Lexington, Massachusetts 02421 (“Borrower”).
IMPRIVATA, INC. $4,000,000 SECURED LOAN FACILITY WITH SILICON VALLEY BANK January 30, 2009 CLOSING DOCUMENTSLoan and Security Agreement • March 31st, 2014 • Imprivata Inc • Services-prepackaged software • California
MASTER SERVICES AGREEMENTMaster Services Agreement • March 4th, 2014 • Imprivata Inc • Services-prepackaged software • Delaware
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the last date of signature below (the “Effective Date”), by and between Imprivata Inc., a Delaware corporation having its principal place of business at 10 Maguire Road, Building 2, Lexington, MA 02421-3120 USA (“CLIENT”), and SoftServe, Inc., a Delaware corporation, having its principal place of business at 470 Totten Pond Road, Waltham, Massachusetts 02451-1997 USA (“SOFTSERVE”).
FIFTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 8th, 2015 • Imprivata Inc • Services-prepackaged software
This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February 19, 2015, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and IMPRIVATA, INC., a Delaware corporation, with its chief executive office located at 10 Maguire Road, Lexington, Massachusetts 02421 (“Borrower”).
MASTER SERVICES AGREEMENTMaster Services Agreement • January 17th, 2014 • Imprivata Inc • Services-prepackaged software • Delaware
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made effective as of the last date of signature below (the “Effective Date”), by and between Imprivata Inc., a Delaware corporation having its principal place of business at 10 Maguire Road, Building 2, Lexington, MA 02421-3120 USA (“CLIENT”), and SoftServe, Inc., a Delaware corporation, having its principal place of business at 470 Totten Pond Road, Waltham, Massachusetts 02451-1997 USA (“SOFTSERVE”).
EIGHTH AMENDMENTOffice Lease Agreement • May 8th, 2015 • Imprivata Inc • Services-prepackaged software
THIS EIGHTH AMENDMENT(the “Eighth Amendment”) is made and entered into as of the 16th day of January 2015 (the “Execution Date”), by and between NORMANDY LEXINGTON ACQUISITION, LLC, a Delaware limited liability company (“Landlord”), and IMPRIVATA, INC., a Delaware corporation (“Tenant”).
IMPRIVATA, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 17th, 2014 • Imprivata Inc • Services-prepackaged software • Massachusetts
This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) dated as of December 11, 2007, is entered into by and among Imprivata, Inc., a Delaware corporation (the “Company”), and by the entities listed on Exhibit A hereto (the “Investors”) by executing and delivering a financing signature page in the form attached to the Series C Convertible Preferred Stock Purchase Agreement between the Company and the Investors dated as of the date hereof (the “Series C Purchase Agreement”).
NINTH AMENDMENTOffice Lease Agreement • March 2nd, 2016 • Imprivata Inc • Services-prepackaged software
THIS NINTH AMENDMENT (the "Ninth Amendment") is made and entered into as of the 19th day of November, 2015 (the "Execution Date"), by and between NORMANDYLEXINGTON ACQUISITION, LLC, a Delaware limited liability company ("Landlord"), and IMPRIVATA, INC., a Delaware corporation ("Tenant").
LEASELease Agreement • March 31st, 2014 • Imprivata Inc • Services-prepackaged software
This Lease is between Rittenhouse Building and Investment Association, a California corporation (Lessor) and Validus Medical Systems, Inc., a California Corporation (Lessee).
SEVENTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 6th, 2016 • Imprivata Inc • Services-prepackaged software
This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of 4/20 , 2016, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and IMPRIVATA, INC., a Delaware corporation, with its chief executive office located at 10 Maguire Road, Lexington, Massachusetts 02421 (“Borrower”).
SECURITIES PURCHASE AGREEMENT by and among IMPRIVATA, INC., the SELLING MEMBERS of HT SYSTEMS, LLC, HT SYSTEMS, LLC (solely with respect to the obligations contained in Section 8.3 herein) and David Wiener as the SELLERS REPRESENTATIVESecurities Purchase Agreement • July 31st, 2015 • Imprivata Inc • Services-prepackaged software • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 30, 2015 by and among Imprivata, Inc., a Delaware corporation (“Buyer”), the parties listed as Selling Members on the signature pages hereto (collectively, the “Selling Members”), HT Systems, LLC (solely with respect to obligations contained in Section 8.3 herein), and David Wiener, as the representative of the Selling Members (the “Sellers Representative”). Buyer and the Selling Members are sometimes collectively referred to herein as the “Parties” and each, a “Party”.
