3,000,000 Shares IMPERVA, INC. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENT March 12, 2015Underwriting Agreement • March 13th, 2015 • Imperva Inc • Services-prepackaged software • New York
Imperva, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 3,000,000 shares of the common stock of the Company, par value $0.0001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 450,000 shares of its common stock, par value $0.0001 per share (the “Additional Shares”), if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
IMPERVA, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 7th, 2011 • Imperva Inc • Services-prepackaged software • New York
Imperva, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, par value $0.0001 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 250,000 shares of Stock of the Company. In addition, the Company proposes, subject to the terms and conditions stated herein, to issue and sell, at the option of the Underwriters, up to an additional shares of Stock of the Company. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwr
WARRANT TO PURCHASE STOCKImperva Inc • June 17th, 2011 • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including without limitation the mutual promises contained in that certain Loan and Security Agreement of even date herewith (the “Loan Agreement”) entered into by and among GOLD HILL VENTURE LENDING 03, LP (“Holder”), Silicon Valley Bank and the company named above (the “Company”), Holder is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is issued in connection with the Loan Agreement.
AGREEMENT AND PLAN OF MERGER by and among IMPERVA, INC., a Delaware corporation, PAHLMEYER ACQUISITION SUB, INC., a Delaware corporation, PREVOTY, INC., a Delaware corporation, and Fortis Advisors LLC as the Securityholders’ Agent Dated as of July 25,...Agreement and Plan of Merger • July 26th, 2018 • Imperva Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 25, 2018 (the “Agreement Date”), by and among Imperva, Inc., a Delaware corporation (“Acquirer”), Pahlmeyer Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), Prevoty, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the stockholders’ agent (the “Securityholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”) and IMPERVA, INC., a Delaware corporation (“Tenant”) February 6, 2008Lease Agreement • June 17th, 2011 • Imperva Inc • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of February 12, 2008 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
January 30, 2015Imperva Inc • February 5th, 2015 • Services-prepackaged software • California
Imperva, Inc. (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”), effective as of the date on which you execute and return this letter agreement (this “Agreement”). As a Board member, you will be responsible for attending any scheduled Board meetings in person or by telephone. In addition, from time to time, we would like to have the benefit of your experience and insight regarding various Company-related matters. We would also appreciate your assistance in helping us gain access to individuals and organizations that may be helpful to the Company’s objectives.
AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2011 • Imperva Inc • Services-prepackaged software • Delaware
This [Amended and Restated] Indemnification Agreement (“Agreement”) is made as of by and between Imperva, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 21st, 2014 • Imperva Inc • Services-prepackaged software • Delaware
This AMENDMENT TO SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of February 19, 2014, by and among Imperva, Inc., a Delaware corporation (“Buyer”), SkyFence Networks Ltd., a company incorporated under the laws of the State of Israel (the “Company”), the shareholders of the Company listed on Schedule A hereto (each a “Seller” and collectively the “Sellers”), and Ofer Hendler, in his separate capacity as the Sellers’ Representative (as defined in Section 9.7 of the Exchange Agreement (as defined below)).
OEM AGREEMENTOem Agreement • June 17th, 2011 • Imperva Inc • California
* Integrated Product cost is based on Embedded CPU’s. However, as long as non-embedded compatible CPU’s are available and approved by Imperva, Seller will be allowed to provide the Integrated Products with the non-embedded CPU’s without additional discount to Imperva. Once the non-embedded CPU’s are announced EOL, Seller may reserve a stock buffer based on Imperva’s non-binding forecast and Imperva will have no commitment to buy those CPU’s.
August 10, 2017 Christopher Hylen Dear Chris:Imperva Inc • August 10th, 2017 • Services-prepackaged software • California
On behalf of Imperva, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as President and Chief Executive Officer of the Company:
ASSET PURCHASE AGREEMENT by and among FORCEPOINT LLC, SKYFENCE NETWORKS LTD., and IMPERVA, INC. DATED AS OF FEBRUARY 8, 2017Asset Purchase Agreement • February 8th, 2017 • Imperva Inc • Services-prepackaged software • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2017, is entered into by and among (i) Forcepoint LLC, a Delaware limited liability company (“Purchaser”), (ii) SkyFence Networks Ltd., an Israeli company (“Seller”), and (iii) Imperva, Inc., a Delaware corporation (“Seller Parent”, and together with Seller, the “Seller Parties”). Purchaser, Seller and Seller Parent may be referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein are defined in Appendix A hereto.
SEVENTH AMENDMENT TO LEASELease • May 9th, 2016 • Imperva Inc • Services-prepackaged software
This Seventh Amendment to Lease (the "Agreement") is entered into as of March 9, 2016, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company ("Landlord"), and IMPERVA, INC., a Delaware corporation ("Tenant"), with respect to the following facts and circumstances:
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • May 9th, 2013 • Imperva Inc • Services-prepackaged software
This Employment Agreement (“Agreement”) dated May 7, 2002, (the “Effective Date”), by and between WebCohort Technologies Ltd., a company registered under the laws of the State of Israel, with its principal offices at 1 Bezalel St. Ramat-Gan, Israel (“Company”), and, Amichay Shulman, an individual whose address is (the “Employee”).
July 16, 2012Imperva Inc • July 20th, 2012 • Services-prepackaged software • California
Imperva, Inc. (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”) and a member of the Audit Committee of the Board, effective as of the date on which you execute and return this letter agreement (this “Agreement”). As a Board member, you will be responsible for attending any scheduled Board meetings in person or by telephone. In addition, from time to time, we would like to have the benefit of your experience and insight regarding various Company-related matters. We would also appreciate your assistance in helping us gain access to individuals and organizations that may be helpful to the Company’s objectives.
INCAPSULA, INC. AMENDMENT NO. 2 TO THE SERIES A AND SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • October 28th, 2011 • Imperva Inc • Services-prepackaged software • California
THIS AMENDMENT NO. 2 TO THE SERIES A AND SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (the “Amendment”) is made by and among Incapsula, Inc., a Delaware corporation (the “Company”), and the undersigned investor of the Company (the “Investor”), as of this 24th day of October, 2011.
IMPERVA INC. December 19, 2007And Inventions Agreement • September 6th, 2011 • Imperva Inc • Services-prepackaged software
SECOND AMENDMENT TO OEM AGREEMENTOem Agreement • March 15th, 2013 • Imperva Inc • Services-prepackaged software
This Second Amendment to OEM Agreement (“Amendment”) is entered as of January 23rd, 2013 (the “Amendment Effective Date”) by and between Imperva, Inc. and Imperva, Ltd. (together, “Imperva”), and American Portwell Technology Inc. (“Seller”). For purposes of adding additional Integrated Products to the OEM Agreement between Imperva and Seller, dated as of September 9, 2009, as amended by the First Amendment to OEM Agreement, dated as of June 14, 2012 (“Agreement”), the parties agree to amend the Agreement as follows:
February 8, 2011 Dear P.K.: Imperva, Inc. (the “Company”) is pleased to offer you employment on the following terms:And Inventions Agreement • May 11th, 2012 • Imperva Inc • Services-prepackaged software
December 15, 2016Imperva Inc • December 20th, 2016 • Services-prepackaged software • California
Imperva, Inc. (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”), effective as of the date on which you execute and return this letter agreement (this “Agreement”). As a Board member, you will be responsible for attending any scheduled Board meetings in person or by telephone. In addition, from time to time, we would like to have the benefit of your experience and insight regarding various Company-related matters. We would also appreciate your assistance in helping us gain access to individuals and organizations that may be helpful to the Company’s objectives.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 11th, 2014 • Imperva Inc • Services-prepackaged software • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 11, 2014 (the “Agreement Date”), by and among Imperva, Inc., a Delaware corporation (“Buyer”), Incapsula, Inc., a Delaware corporation (the “Company”), Incapsula, Ltd., the Company’s wholly owned subsidiary incorporated under the laws of the State of Israel (the “Israeli Subsidiary”), the holders of shares of Company Common Stock listed on Schedule A hereto (each, a “Seller,” and collectively, the “Sellers”), and Gur Shatz, in his separate capacity as the Sellers’ Representative (as defined in Section 9.7).
January 2, 2018 Mike Burns Dear Mike:Imperva Inc • January 2nd, 2018 • Services-prepackaged software • California
On behalf of Imperva, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as Chief Financial Officer of the Company:
August 9, 2015Imperva Inc • August 13th, 2015 • Services-prepackaged software • California
Imperva, Inc. (the “Company”) is pleased to offer you a position as a member of the Company’s Board of Directors (the “Board”), effective as of the date on which you execute and return this letter agreement (this “Agreement”). As a Board member, you will be responsible for attending any scheduled Board meetings in person or by telephone. In addition, from time to time, we would like to have the benefit of your experience and insight regarding various Company-related matters. We would also appreciate your assistance in helping us gain access to individuals and organizations that may be helpful to the Company’s objectives.
IMPERVA INC. May 9, 2006And Inventions Agreement • September 6th, 2011 • Imperva Inc • Services-prepackaged software
THIRD AMENDMENT TO LEASELease • November 13th, 2012 • Imperva Inc • Services-prepackaged software
This Third Amendment to Lease (the “Agreement”) is entered into as of August 22, 2012, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and IMPERVA, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
Redwood Shores, CA 94065 Tel: +1 (650) 345-9000 Fax: +1 (650) 240-0500And Inventions Agreement • October 28th, 2011 • Imperva Inc • Services-prepackaged software
FIFTH AMENDMENT TO LEASE (EXPANSION)Lease • October 29th, 2015 • Imperva Inc • Services-prepackaged software
This Fifth Amendment to Lease (the “Agreement”) is entered into as of October 28, 2015, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and IMPERVA, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
EIGHTH AMENDMENT TO LEASELease • November 9th, 2017 • Imperva Inc • Services-prepackaged software
This Eighth Amendment to Lease (the "Agreement") is entered into as of September 29, 2017, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company ("Landlord"), and IMPERVA, INC., a Delaware corporation ("Tenant"), with respect to the following facts and circumstances:
September 30, 2014 Michael Mooney Dear Mike: Imperva, Inc. (the “Company”) is pleased to offer you employment on the following terms:Imperva Inc • May 11th, 2015 • Services-prepackaged software • California
INCAPSULA, INC. SERIES A AND SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT March 9, 2010Preferred Stock Purchase Agreement • July 28th, 2011 • Imperva Inc • Services-prepackaged software • California
THIS SERIES A AND SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 9th day of March, 2010, by and among Incapsula, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and together, the “Investors”.
SECOND AMENDMENT TO LEASE (EXPANSION)Lease • May 30th, 2012 • Imperva Inc • Services-prepackaged software
This Second Amendment to Lease (the “Agreement”) is entered into as of May 16, 2012, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and IMPERVA, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
SIXTH AMENDMENT TO LEASELease • October 29th, 2015 • Imperva Inc • Services-prepackaged software
This Sixth Amendment to Lease (the “Agreement”) is entered into as of October 28, 2015, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and IMPERVA, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
THIRD AMENDMENT TO OEM AGREEMENTOem Agreement • August 8th, 2014 • Imperva Inc • Services-prepackaged software
This Third Amendment to OEM Agreement (“Amendment”) is entered as of May 22nd, 2014 (the “Amendment Effective Date”) by and between Imperva, Inc. and Imperva, Ltd. (together, “Imperva”), and American Portwell Technology Inc. (“Seller”). For purposes of adding additional Integrated Products to the OEM Agreement between Imperva and Seller, dated as of September 9, 2009, as amended by the First Amendment to OEM Agreement, dated as of June 14, 2012 and by the Second Amendment to OEM Agreement, dated as of January 23, 2013, the parties agree to amend the Agreement as follows:
INCAPSULA, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT November 5, 2009Stock Purchase Agreement • July 28th, 2011 • Imperva Inc • Services-prepackaged software • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 5th day of November, 2009, by and among Incapsula, Inc., a Delaware corporation (the “Company”) and Imperva, Inc., a Delaware corporation (“Imperva”)
FIRST AMENDMENT TO LEASE (RELOCATION)Lease • June 17th, 2011 • Imperva Inc
This First Amendment to Lease (the “Agreement”) is entered into as of February 12, 2010, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and IMPERVA, INC., a Delaware corporation (“Tenant”), with respect to the following facts and circumstances:
FIRST AMENDMENT TO OEM AGREEMENTOem Agreement • August 13th, 2012 • Imperva Inc • Services-prepackaged software
This First Amendment to OEM Agreement (“Amendment”) is entered as of June 14, 2012 (the “Amendment Effective Date”) by and between Imperva, Inc. and Imperva, Ltd. (together, “Imperva”), and American Portwell Technology Inc. (“Seller”). For purposes of addressing Imperva’s business continuity plan (BCP) requirements, the parties agree to amend the OEM Agreement between Imperva and Seller dated as of September 9, 2009 (“Agreement”) to add the following provisions:
