Tufin Software Technologies Ltd. [_____] Ordinary Shares Underwriting AgreementUnderwriting Agreement • April 1st, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design • New York
Tufin Software Technologies Ltd., a company organized under the laws of the State of Israel (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 [_______] ordinary shares, par value NIS 0.015 per share (the “Ordinary Shares”) of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [________] Ordinary Shares (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Ordinary Shares to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Securities”.
Tufin Software Technologies Ltd. [ ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • December 2nd, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design • New York
Certain shareholders of Tufin Software Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”) named in Schedule 2 hereto (the “Selling Shareholders”), propose, severally and not jointly, 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 [ ] ordinary shares, par value NIS 0.015 per share (the “Ordinary Shares”) of the Company (the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [ ] Ordinary Shares (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Ordinary Shares to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Securities”.
AGREEMENT AND PLAN OF MERGER by and among TALON MIDCO 3 LIMITED, TALON MERGER SUB LTD. and TUFIN SOFTWARE TECHNOLOGIES LTD. Dated as of April 5, 2022Merger Agreement • April 6th, 2022 • Tufin Software Technologies Ltd. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 5, 2022 (the “Agreement Date”), by and among Talon MidCo 3 Limited, a private company incorporated in England and Wales with company registration number 14006063 and its registered address at Suite 1, 3rd Floor, 11-12 St. James’s Square, London, United Kingdom SW1Y 4LB (“Parent”), Talon Merger Sub Ltd., a company organized under the Laws of the State of Israel and a wholly owned Subsidiary of Parent (“Merger Sub”), and Tufin Software Technologies Ltd., a company organized under the Laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
TUFIN SOFTWARE TECHNOLOGIES LTD. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 1st, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of March, 2019, by and among Tufin Software Technologies Ltd., a company incorporated under the laws of the State of Israel, having its main place of business at 5 Shoham Street, Ramat Gan 52521, Israel (the “Company”) and each of the parties set forth in Exhibit I attached hereto (the “Investors” and each an “Investor”), and each of the parties set forth in Exhibit II attached hereto (the “Existing Shareholders” and together with the Investors, the “Shareholders” and each a “Shareholder”).
OFFICE LEASE between MP Franklin Burnham Co LLC, as Landlord, and Tufin Software North America, Inc., as Tenant. For Premises located at:Office Lease • December 2nd, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design • Massachusetts
LEASE, dated as of August 28, 2019 (the "Execution Date"), between the parties hereinafter named as Landlord and Tenant covering space in the building located at the Burnham Building, 10 Summer Street, Boston, MA. The parties to this Lease hereby agree with each other as follows:
LEASE AGREEMENT BetweenOffice Lease Agreement • March 6th, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design
the change). If Tenant fails to execute and deliver to Landlord the Change Order, along with payment for the entire cost of the Extra Work, within the time period required herein, then Landlord shall not be obligated to perform any of the work set forth on such Change Order, and Landlord may proceed to perform only Landlord’s Work as set forth on the Concept Plan.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 6th, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 27, 2018 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) TUFIN SOFTWARE TECHNOLOGIES LTD, a company organized under the laws of the State of Israel (“ISR Borrower”), and (ii) TUFIN SOFTWARE NORTH AMERICA, INC., a Delaware corporation (“US Borrower”) (ISR Borrower and US Borrower are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”) , provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement further amends and restates in its entirety that certain Loan and Security Agreement dated as of August 4, 2015, between the Borrower and Bank, as amended by that certain First Loan Modification Agreement dated as of January 24, 2017, as further amended by that certain Second Loan Modification Agreement dated as of December 28, 2017, as further amended by that certai
ContractOffice Lease Agreement • March 6th, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design
ENGLISH SUMMARY:The Office Lease Agreement dated as of September 18, 2007 by and between Mazal and Bracha (1970) Ltd. (the “Landlord”) and Tufin Software Technologies Ltd. (the “Company”) including addendums thereto (the “Lease Agreement”) Subject Description Subject Matter of the Lease Unprotected lease of premises located in Ramat Gan, Israel. Term of Lease Start Date: January 1, 2019.End Date: April 7, 2019. Premises Covered by the Lease Agreement Premises: Total of 3,372.9 square meters in the Paz Tower located at 1 Shoham Street, Ramat Gan, Israel, consisting of: –888.75 square meters (gross) on the 10th floor;–744.15 square meters (gross) on the 11th floor;–866 square meters (gross) on the 13th floor; and–874 square meters (gross) on the 14th floor. Lease Payments Rent and Maintenance Fees for Final Term (not including ancillary costs, utilities and taxes): –NIS 1,316,442.8 + VAT for the offices space (consisting of rent - NIS 110/sq. meter + Maintenance Fees – NIS 203,385.87
ContractOffice Lease Agreement • March 6th, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design
ENGLISH SUMMARY:The Office Lease Agreement dated as of July 2, 2018 by and between Amot Investment Ltd. and Bayside Land Corporation Ltd. (the “Landlord”) and Tufin Software Technologies Ltd. (the “Company”) (the “Lease Agreement”) Subject Description Subject Matter of the Lease Unprotected lease of premises located in Tel Aviv-Yaffo, Israel. Term of Lease Start Date: February 1, 2019.Extension Option: The Company has one option to extend the term of the lease for 60 months from the end of the original term, which, subject to certain conditions, shall automatically be activated unless the Company notifies otherwise at least seven months prior to the end of the original term.Termination: The Company can terminate the Lease Agreement on the 72nd month anniversary of the original term, subject to specified conditions including seven months’ prior written notice and a penalty of NIS 1,500 per square meter of the premises. Premises Covered by the Lease Agreement Premises: 4,162 square me
COMMENCEMENT AGREEMENTCommencement Agreement • March 6th, 2019 • Tufin Software Technologies Ltd. • Services-computer integrated systems design
THIS COMMENCEMENT AGREEMENT (this "Commencement Agreement") is entered into by and between NS Two Oliver LLC, a Massachusetts limited liability company ("Landlord") and Tufin Software North America, Inc., a Delaware corporation ("Tenant") as of Dec. 18 , 2017.
