Imperva Inc Sample Contracts

Imperva Inc – AMENDED AND RESTATED BY-LAWS OF IMPERVA, INC. A Delaware corporation (Adopted as of January 10, 2019) (January 10th, 2019)
Imperva Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IMPERVA, INC. (January 10th, 2019)

The address of the Corporation’s registered office in the State of Delaware is c/o 3500 South Dupont Highway in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is Incorporating Services, Ltd.

Imperva Inc – Imperva Announces Third Quarter 2018 Financial Results (October 31st, 2018)

Redwood Shores, Calif. – October 31 , 2018 – Imperva, Inc. (NASDAQ: IMPV), a leading global provider of best-in-class cybersecurity solutions on premises, in the cloud, and across hybrid environments, announced today financial results for the third quarter ended September 30, 2018.

Imperva Inc – (Unaudited) (Audited) Assets Current assets Cash and cash equivalents $ 9,883,070 $ 9,881,194 Accounts receivable 1,611,200 129,086 Prepaid expenses and other current assets 429,170 41,958 Total current assets 11,923,440 10,052,238 Property and equipment, net 63,539 36,826 Software development costs, net 88,801 155,403 Security deposits 17,145 9,265 Total assets 12,092,925 10,253,732 Liabilities and stockholders' equity Current liabilities Accounts payable and accrued expenses 656,820 931,019 Note payable to related party 3,576,262 3,539,623 Current portion of deferred revenue 4,558,095 2,424, (October 23rd, 2018)

Issuance of Common Stock in connection with exercise of stock options, net of adjustment to repurchase right liability of $29,860

Imperva Inc – Independent Auditors’ Report (October 23rd, 2018)

We have audited the accompanying financial statements of Prevoty, Inc., which comprise the balance sheet as of December 31, 2017, and the related statement of operations, stockholders’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Imperva Inc – IMPERVA, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (October 23rd, 2018)

The following unaudited pro forma condensed combined balance sheet as of June 30, 2018 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and six months ended June 30, 2018, are based on the historical financial statements of Imperva, Inc. (“Imperva”, “we”, “our”) and Prevoty, Inc. (“Prevoty”) after giving effect to the acquisition of Prevoty (“Acquisition”) and after applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

Imperva Inc – AGREEMENT AND PLAN OF MERGER by and among IMPERIAL PURCHASER, LLC IMPERIAL MERGER SUB, INC. and IMPERVA, INC. Dated October 10, 2018 (October 10th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 10, 2018 by and among Imperial Purchaser, LLC, a Delaware limited liability company (“Newco”), Imperial Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”), and Imperva, Inc., a Delaware corporation (the “Company”). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.

Imperva Inc – Imperva Announces Agreement to be Acquired by Thoma Bravo Upon closing, Imperva will operate as a privately-held company with a continued focus to lead the fight to keep data and applications safe from cybercriminals (October 10th, 2018)

REDWOOD SHORES, Calif.—(BUSINESS WIRE)—Oct. 10, 2018— Imperva, Inc. (NASDAQ: IMPV), a leading global provider of best-in-class cybersecurity solutions on-premises, in the cloud and across hybrid environments, today announced it entered into a definitive agreement to be acquired by leading private equity technology investment firm Thoma Bravo, LLC. Upon the close of the transaction, Imperva will operate as a privately-held company with the flexibility to focus on execution and drive to be a world-class profitable growth company.

Imperva Inc – AMENDED AND RESTATED 2018 SENIOR MANAGEMENT BONUS PLAN August 10, 2018 (August 16th, 2018)

This plan amends and restates in its entirety the 2018 Senior Management Bonus Plan originally adopted by Imperva, Inc. (the “Company”) on February 14, 2018 (the “Original Plan”).

Imperva Inc – Imperva Announces Second Quarter 2018 Financial Results (July 26th, 2018)

Redwood Shores, Calif. – July 26, 2018 – Imperva, Inc. (NASDAQ: IMPV), a leading global provider of best-in-class cybersecurity solutions on premises, in the cloud, and across hybrid environments, announced today financial results for the second quarter ended June 30, 2018.

Imperva Inc – 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, 2018 (July 26th, 2018)

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.

Imperva Inc – Imperva Announces First Quarter 2018 Financial Results (April 26th, 2018)

Redwood Shores, Calif. – April 26, 2018 – Imperva, Inc. (NASDAQ: IMPV), a leading global provider of best-in-class cybersecurity solutions on premises, in the cloud, and across hybrid environments, announced today financial results for the first quarter ended March 31, 2018.

Imperva Inc – 2018 SENIOR Management Bonus Plan (February 23rd, 2018)

The cash bonus payable to executive officers will be calculated quarterly. The amount of bonus payable with respect to each quarter is the “Quarterly Bonus.” The Quarterly Bonus will be equal to (1) the Quarterly Bonus Amount at Target applicable to such executive officer as set forth in the first table below, multiplied by (2) the percentage applicable to the combination of revenue and operating margin achieved by the Company in each quarter set forth in the second table further below (the “Quarterly Achievement Percentage”).  For purposes of the Cash Bonus Plan, calculations of operating margin will be on a non-GAAP basis applied consistently with past practice, with such changes as may be approved by the Audit Committee of the Company’s Board of Directors as circumstances arise.

Imperva Inc – PRESS RELEASE (February 21st, 2018)

REDWOOD SHORES, Calif. — February 21, 2018 — Imperva, Inc. (NASDAQ:IMPV), a cybersecurity leader that delivers best-in-class solutions to protect data and applications on-premises, in the cloud, and across hybrid environments, announced the appointment of Allan Tessler as its new Chairman of the Board, as Anthony Bettencourt steps down from the board.

Imperva Inc – PRESS RELEASE (February 15th, 2018)

This press release contains forward-looking statements, including without limitation those regarding the company’s expectations regarding execution of its profitable growth strategy. These forward-looking statements are subject to material risks and uncertainties that may cause actual results to differ substantially from expectations. Investors should consider important risk factors, which include: demand for the company’s cyber security solutions may not increase or may decrease, including as a result of global macroeconomic conditions and other economic conditions that may reduce enterprise software or security spending

Imperva Inc – Imperva Announces Fourth Quarter and Full Year 2017 Financial Results (February 8th, 2018)

Redwood Shores, Calif. – February 8, 2018 – Imperva, Inc. (NASDAQ: IMPV), a cybersecurity leader that delivers best-in-class solutions to protect data and applications on-premises, in the cloud, and across hybrid environments, today announced financial results for the fourth quarter and full year ended December 31, 2017.

Imperva Inc – 3400 Bridge Parkway Redwood Shores, CA 94065 Tel: +1 (650) 345-9000 Fax: +1 (650) 240-0500 www.imperva.com (January 2nd, 2018)

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:

Imperva Inc – AMENDED AND RESTATED BYLAWS OF IMPERVA, INC. (a Delaware corporation) As Effective December 15, 2017 (December 20th, 2017)

Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Imperva Inc – EIGHTH AMENDMENT TO LEASE (November 9th, 2017)

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:

Imperva Inc – Imperva Announces Third Quarter 2017 Financial Results (November 8th, 2017)

Combined product and subscription revenue growth of 28% was driven by the 38% year‑over‑year increase in subscription revenue

Imperva Inc – IMPERVA, INC. SEVERANCE PLAN (August 10th, 2017)

The Company has adopted this Imperva, Inc. Severance Plan (this “Plan”) for the benefit of certain employees of the Company and its Affiliates, on the terms and conditions set forth in this Plan.

Imperva Inc – 3400 Bridge Parkway Redwood Shores, CA 94065 Tel: +1 (650) 345-9000 Fax: +1 (650) 240-0500 www.imperva.com (August 10th, 2017)

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:

Imperva Inc – IMPERVA, INC. 2011 Stock Option and Incentive Plan (as amended through July 26, 2017) (July 27th, 2017)
Imperva Inc – IMPERVA, INC. 2011 Stock Option and Incentive Plan (as amended through April 26, 2017) (May 8th, 2017)
Imperva Inc – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (February 28th, 2017)

On February 8, 2017, Imperva, Inc. (“Imperva” or the “Company”) entered into a definitive agreement to sell the assets of its Skyfence cloud access security broker business (the “Asset Sale”) to Forcepoint LLC and its Israeli subsidiary. On February 23, 2017, the Company completed the Asset Sale for approximately $40 million in cash consideration.

Imperva Inc – 2017 SENIOR Management Bonus Plan (February 27th, 2017)

The cash bonus payable to executive officers will be calculated quarterly. At the end of each fiscal quarter, the quarterly revenue target (the “Quarterly Revenue Target”), as provided in the Company’s annual operating plan, will be compared to the Company’s actual quarterly performance.  The amount of bonus payable with respect to each quarter is the “Quarterly Bonus,” which is equal to the Quarterly Bonus Amount at Target set forth in the table below multiplied by the Cash Bonus Payout Percentage, set forth in the table further below.

Imperva Inc – AMENDED AND RESTATED BYLAWS OF IMPERVA, INC. (a Delaware corporation) As Effective May 4, 2016February 7, 2017 (February 8th, 2017)

Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Imperva Inc – ASSET PURCHASE AGREEMENT by and among FORCEPOINT LLC, SKYFENCE NETWORKS LTD., and IMPERVA, INC. DATED AS OF FEBRUARY 8, 2017 (February 8th, 2017)

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.

Imperva Inc – Imperva Announces Fourth Quarter and Full Year 2016 Financial Results (February 8th, 2017)

Redwood Shores, Calif. – February 8, 2017 – Imperva, Inc. (NASDAQ: IMPV), committed to protecting business-critical data and applications in the cloud and on-premises, today announced financial results for the fourth quarter and full year ended December 31, 2016.

Imperva Inc – AMENDED AND RESTATED BYLAWS OF IMPERVA, INC. (a Delaware corporation) As Effective February 7, 2017 (February 8th, 2017)

Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Imperva Inc – Imperva Announces Third Quarter 2016 Financial Results (November 3rd, 2016)

Redwood Shores, Calif. – November 3, 2016 – Imperva, Inc. (NYSE: IMPV), committed to protecting business-critical data and applications in the cloud and on-premises, today announced financial results for the third quarter ended September 30, 2016.

Imperva Inc – IMPERVA, INC. 2011 Stock Option and Incentive Plan (as amended through May 4, 2016) (May 9th, 2016)
Imperva Inc – SEVENTH AMENDMENT TO LEASE (May 9th, 2016)

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:

Imperva Inc – AMENDED AND RESTATED BYLAWS OF IMPERVA, INC. (a Delaware corporation) As Effective February 11, 2014May 4, 2016 (May 5th, 2016)

Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Imperva Inc – AMENDED AND RESTATED BYLAWS OF IMPERVA, INC. (a Delaware corporation) As Effective May 4, 2016 (May 5th, 2016)

Section 1.1: Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors of the Corporation (the “Board”) shall each year fix. The meeting may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.