Varonis Systems, Inc. 2,307,693 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 12th, 2021 • Varonis Systems Inc • Services-prepackaged software • New York
Varonis Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,307,693 shares of common stock, par value $0.001 per share, of the Company (the “Shares”) and, at the option of the Underwriters, up to an additional 346,153 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”.
VARONIS SYSTEMS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 10, 2024 1.00% Convertible Senior Notes due 2029Indenture • September 10th, 2024 • Varonis Systems Inc • Services-prepackaged software • New York
INDENTURE dated as of September 10, 2024 between VARONIS SYSTEMS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Shares VARONIS SYSTEMS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2014 • Varonis Systems Inc • Services-prepackaged software • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 18th, 2014 • Varonis Systems Inc • Services-prepackaged software • Delaware
This Indemnification Agreement, dated as of [—], 2014 (this “Agreement”), is entered into by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and [name of Director/Executive Officer] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2019 • Varonis Systems Inc • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 7, 2019, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and Gilad Raz (“Executive”), to be effective as of January 1, 2019 (the “Effective Date”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2019 • Varonis Systems Inc • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 8, 2018, by and between Varonis Systems Ltd., an Israeli corporation (the “Company”), and David Bass (“Executive”), to be effective on the Effective Date (as defined below). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2024 • Varonis Systems Inc • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this May 15, 2024, by and between Varonis Systems, Inc., a Delaware corporation (“Varonis” or “Company”), and Yakov Faitelson (the "Employee"). This Agreement supersedes and replaces in all respects the Employment Agreement by and between Varonis and Employee, dated as of February 10, 2014 (the “Prior Agreement”). The parties desire to enter into this Agreement to state the terms and conditions of the Employee's engagement with the Company. In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2018 • Varonis Systems Inc • Services-prepackaged software
AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of August 27, 2018, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and Yakov Faitelson (“Executive”).
SUBLEASE AGREEMENT Signed and entered into in Tel Aviv on June 17, 2013Sublease Agreement • November 12th, 2013 • Varonis Systems Inc • Services-prepackaged software
WHEREAS the Lessor entered into a lease agreement in November 2011 with Gav Yam Bayside Land Corp. Ltd. public company no. 520001736 (hereinafter referred to as: the “Primary Lessor”), in connection with the lease of the Primary Leased Property as defined below, located in two structures built on land known as plots 57 and 73 on block 6592 at 11 Shenkar St. at Herzliya Pituah (hereinafter referred to as: the “Primary Lease Agreement”); and –
VARONIS SYSTEMS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 24, 2011Investors’ Rights Agreement • October 22nd, 2013 • Varonis Systems Inc • Services-prepackaged software • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 24, 2011 (the “Effective Date”) by and among Varonis Systems, Inc., a Delaware corporation (the “Company”), the persons identified on Exhibit A attached hereto (the “Investors”), and the persons identified on Exhibit B attached hereto (the “Founders”). Capitalized terms used in this Agreement have the meanings ascribed to them in Section 4.1.
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2024 • Varonis Systems Inc • Services-prepackaged software
THIS AGREEMENT (the "Agreement") is made and entered into this May 15, 2024, by and between Varonis Systems Ltd., an Israeli corporation (Identification Number: 513611533) (“Varonis” or “Company”), and Yakov Faitelson, ID No. [ ] (the "Employee"). The parties desire to enter into this Agreement to state the terms and conditions of the Employee's engagement with the Company. In consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2018 • Varonis Systems Inc • Services-prepackaged software
AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of August 27, 2018, by and between Varonis Systems, Inc., a Delaware corporation (the “Company”), and James O’Boyle (“Executive”).
Amendment # 1 to the EMC Select Distributor Agreement for SoftwareEmc Select Distributor Agreement for Software • October 22nd, 2013 • Varonis Systems Inc • Services-prepackaged software
This Amendment # 1 to the EMC Select Reseller Agreement for Hardware and Software (“Amendment”), effective as of the last date signed below (“Effective Date”), is entered into by and between EMC Corporation, a Massachusetts corporation, with offices at 176 South Street, Hopkinton, Massachusetts 01748, on behalf of itself and its majority-owned subsidiaries (collectively, “EMC”) and Varonis System, Inc., a Delaware corporation with a principal place of business at 499 7th Ave., 23rd Floor – South Tower, New York, NY, 10018 (“Supplier”) and amends the EMC Select Reseller Distributor Agreement for Software between EMC and Supplier entered into on or about January 24, 2007 (“Original Agreement”). Collectively the Original Agreement and all associated amendments shall constitute the “Agreement”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2023 • Varonis Systems Inc • Services-prepackaged software
THIS AGREEMENT (the "Agreement") is made and entered into this March 2, 2023 by and between Varonis Systems Ltd. A registered company whose address is 5 Shenkar St., Herzliya, Israel, 46733 Identification Number: 513611533 (the "Company"), and Guy Melamed, ID No. 036315042 of Kineret 4, apartment 1, Herzliya 4633261 (the "Employee").
FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENTPlain English Growth Capital Loan and Security Agreement • November 12th, 2013 • Varonis Systems Inc • Services-prepackaged software • California
This is a FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND AGREEMENT dated as of May 21, 2013 (the “Amendment”) by and between VARONIS SYSTEMS, INC., a Delaware corporation (“Borrower”), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company (“Lender”).
FIRST MODIFICATION OF LEASE AGREEMENTLease Agreement • August 6th, 2014 • Varonis Systems Inc • Services-prepackaged software
WHEREAS, Landlord and Tenant are parties to that certain Agreement of Lease, dated as of December 19, 2011 (as amended hereby, the “Lease”), whereby Tenant leased certain premises (the “31st Floor Premises”) more particularly described therein and located on the thirty-first (31th) floor of the building commonly known as and located at 1250 Broadway, New York, New York; and
AGREEMENT OF LEASE between JT MH 1250 OWNER LP, Landlord, and VARONIS SYSTEMS, INC., Tenant, Dated: December 19, 2011 PREMISES: 1250 Broadway New York, New YorkLease Agreement • August 21st, 2013 • Varonis Systems Inc • Services-prepackaged software • New York
AGREEMENT OF LEASE made as of this 19 day of December, 2011, between JT MH 1250 OWNER LP, a Delaware limited partnership, having an office at c/o Murray Hill Properties LLC, 277 Park Avenue, 21st floor, New York, New York 10172 (hereinafter referred to as “Landlord”) and VARONIS SYSTEMS, INC., a Delaware corporation having an Office at 1250 Broadway, New York, New 10001 (hereinafter referred to as “Tenant”).
VARONIS SYSTEMS, INC. BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2013 • Varonis Systems Inc • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT is entered into as of November 14, 2011, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and VARONIS SYSTEMS, INC. (“Borrower”).
March 12, 2021 Dov Gottlieb, Esq. Dear Dov: Varonis Systems, Inc. (the "Company") is pleased to offer you the position of Vice President & General Counsel of the Company. This letter embodies the terms of our offer of employment to you (the “Offer...Offer Agreement • February 7th, 2023 • Varonis Systems Inc • Services-prepackaged software • Delaware
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2018 • Varonis Systems Inc • Services-prepackaged software
WHEREAS, the Company is party to an employment agreement with Executive, dated as of February 7, 2017 (the “Agreement”), which set forth Executive’s position, services, duties and base salary effective as of April 1, 2017;
AMENDMENT TO THE POLYRIZE SECURITY LTD. October 29, 2020Polyrize Security Ltd. 2019 Share Incentive Plan Amendment • November 4th, 2020 • Varonis Systems Inc • Services-prepackaged software
WHEREAS, on October 29, 2020, Varonis Systems, Inc. a Delaware corporation ("Varonis") acquired Polyrize Security Ltd. ("Polyrize") pursuant to that certain share purchase agreement dated October 26, 2020 by and among Varonis, Polyrize and such other parties indicated therein (the "Transaction");
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • November 12th, 2013 • Varonis Systems Inc • Services-prepackaged software
This Loan and Security Modification Agreement is entered into as of May 29, 2012 by and between VARONIS SYSTEMS. INC. (the “Borrower”) and BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”).
Varonis Systems, INC. 2013 Omnibus Equity INCENTIVE PLAN AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICEPerformance-Based Restricted Stock Unit Award Grant Notice • June 26th, 2019 • Varonis Systems Inc • Services-prepackaged software • Delaware
This Amended & Restated Performance-Based Restricted Stock Unit Award Grant Notice, dated June 25, 2019 (this “Notice”), is by and between Varonis Systems, Inc. (the “Company”) and Yakov Faitelson (the “Participant”). Capitalized terms not specifically defined herein shall have the meanings specified in the Plan (defined below).
PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENTGrowth Capital Loan and Security Agreement • November 12th, 2013 • Varonis Systems Inc • Services-prepackaged software • California
This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of May 29, 2012 by and between VARONIS SYSTEMS, INC., a Delaware corporation, as borrower, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.
EMC SELECT DISTRIBUTOR AGREEMENT FOR SOFTWARESelect Distributor Agreement for Software • October 22nd, 2013 • Varonis Systems Inc • Services-prepackaged software • Massachusetts
This EMC Select Distributor Agreement for Software (“Agreement”), effective as of the last date signed below (“Effective Date”), is entered into by and between EMC Corporation, a Massachusetts corporation, with offices at 176 South Street, Hopkinton, Massachusetts 01748, (together With its majority-owned subsidiaries, collectively, “EMC”) and Varonis Systems, Inc., a Delaware corporation with a principal place of business at Park 80 West Plaza II, Suite 200, Saddle Brook, NJ 07663 (“Supplier”).
