INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2015 • Rapid7 Inc • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] between Rapid7, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
RAPID7, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 8, 2023 1.25% Convertible Senior Notes due 2029Indenture • September 8th, 2023 • Rapid7, Inc. • Services-prepackaged software • New York
INDENTURE dated as of September 8, 2023 between RAPID7, 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 RAPID7, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2015 • Rapid7, Inc. • Services-prepackaged software • New York
RAPID7, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 13, 2018 1.25% Convertible Senior Notes due 2023Rapid7, Inc. • August 13th, 2018 • Services-prepackaged software • New York
INDENTURE, dated as of August 13, 2018, between RAPID7, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
INDEMNITY AGREEMENTIndemnity Agreement • March 10th, 2016 • Rapid7, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Rapid7, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
3,000,000 Shares RAPID7, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2018 • Rapid7, Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2016 • Rapid7, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 28th day of November, 2016 by and between Rapid7 LLC, a Delaware Limited Liability Company (the “Company”), and Jeffrey Kalowski (the “Executive”).
RAPID7, INC. August 8, 2023Rapid7, Inc. • November 6th, 2023 • Services-prepackaged software
We are pleased to inform you that the Compensation Committee of the Board of Directors of Rapid7, Inc. (the “Company”) has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the “Agreement”). This Agreement shall supersede and replace the Severance and Equity Award Vesting Acceleration Letter Agreement dated as of March 28, 2017, by and between you and the Company.
SUBORDINATED LOAN AND SECURITY AGREEMENTSubordinated Loan and Security Agreement • June 8th, 2015 • Rapid7 Inc • Services-prepackaged software • Delaware
This SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 27, 2013 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) RAPID7, INC., a Delaware corporation (“Inc.”), and RAPID7 LLC, a Delaware limited liability company (“LLC”) (Inc. and LLC are, jointly and severally, individually and collectively, “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
RAPID7, INC.Purchase Agreement • March 19th, 2021 • Rapid7, Inc. • Services-prepackaged software • New York
Rapid7, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the initial purchasers listed on Schedule I attached hereto (the “Initial Purchasers”), for whom you are acting as representatives (in such capacity, the “Representatives”), $525,000,000 in aggregate principal amount of its 0.25% Convertible Senior Notes due 2027 (the “Firm Notes”). The Firm Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined herein), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers, not more than an additional $75,000,000 of its 0.25% Convertible Senior Notes due 2027 (the “Additional Notes”) if and to the extent that the Initial Purchasers shall have determined to exerci
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • August 10th, 2020 • Rapid7, Inc. • Services-prepackaged software • New York
(b)RAPID7 LLC, a Delaware limited liability company (“Rapid7 LLC” and, together with Rapid7 Inc., collectively, the “Borrowers” and, individually, each a “Borrower”);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 19th, 2021 • Rapid7, Inc. • Services-prepackaged software • Delaware
This Share Purchase Agreement (“Agreement”) dated as of July 16, 2021 is made by and among Rapid7, Inc., a Delaware corporation (“Parent”), Rapid7 International Holdings Limited, a UK company (“Purchaser”); Intsights Cyber Intelligence Ltd., a private company limited by shares formed under the laws of the State of Israel (“Company”); each of the holders of Shares of the Company (collectively, the “Sellers”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Securityholder Representative (as such term defined below). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AMONG RAPID7, INC. AND THE OTHER PARTIES HERETO Dated as of December 9, 2014Investors’ Rights Agreement • June 8th, 2015 • Rapid7 Inc • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 9th day of December, 2014, by and among Rapid7, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as an “Other Holder”, and any other Person that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2017 • Rapid7, Inc. • Services-prepackaged software
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of March 24, 2017, by and between, Rapid7, Inc., a Delaware corporation (the “Company”) and Corey Thomas (“Employee”).
RAPID7, INC.Purchase Agreement • September 8th, 2023 • Rapid7, Inc. • Services-prepackaged software • New York
Rapid7, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the initial purchasers listed on Schedule I attached hereto (the “Initial Purchasers”), for whom you are acting as representatives (in such capacity, the “Representatives”), $260,000,000 in aggregate principal amount of its 1.25% Convertible Senior Notes due 2029 (the “Firm Notes”). The Firm Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined herein), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers, not more than an additional $40,000,000 of its 1.25% Convertible Senior Notes due 2029 (the “Additional Notes”) if and to the extent that the Initial Purchasers shall have deter
5,180,000 Shares RAPID7, INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTRapid7, Inc. • January 26th, 2018 • Services-prepackaged software • New York
HUB ON CAUSEWAY BOSTON, MASSACHUSETTS Lease Dated November 16, 2017 (the “Execution Date”)Boston, Massachusetts • November 16th, 2017 • Rapid7, Inc. • Services-prepackaged software • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building to be known as 120 Causeway Street, Boston, Massachusetts 02114.
FIRST AMENDMENT TO LEASERapid7, Inc. • November 5th, 2020 • Services-prepackaged software
This First Amendment to Lease (the “First Amendment”) is made as of this 9th day of September, 2020 (“Execution Date”) by and between OFFICE TOWER DEVELOPER LLC, a Delaware limited liability company (“Landlord”) and RAPID7, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENTSecond Amendment • August 19th, 2015 • Rapid7, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT (the “Second Amendment”) is made and entered into as of August 17, 2015, by and between MA-100 SUMMER STREET OWNER, L.L.C., a Delaware limited liability company (“Landlord”) and RAPID7, INC., a Delaware corporation (“Tenant”).
FOURTH AMENDMENTFourth Amendment • March 9th, 2017 • Rapid7, Inc. • Services-prepackaged software
THIS FOURTH AMENDMENT (the “Fourth Amendment”) is made and entered into as of February 14, 2017, by and between MA-100 SUMMER STREET OWNER, L.L.C., a Delaware limited liability company (“Landlord”) and RAPID7, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2023 • Rapid7, Inc. • Services-prepackaged software
This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into as of August 7, 2023, by and between Rapid7, Inc., a Delaware corporation (the “Company”) and Corey Thomas (“Employee”).
Re: Transition and Release AgreementRapid7, Inc. • August 8th, 2016 • Services-prepackaged software • Massachusetts
This letter sets forth the terms of the transition and release agreement (the “Agreement”) upon which Rapid7, Inc. (the “Company”) and you have agreed.
RAPID7, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2015 • Rapid7 Inc • Services-prepackaged software • Massachusetts
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between RAPID7, INC., a Delaware corporation (the “Company”), and COREY THOMAS (“Employee”) as of January 3, 2013.
RAPID7, INC.Rapid7, Inc. • April 5th, 2016 • Services-prepackaged software
We are pleased to inform you that the Compensation Committee of the Board of Directors of Rapid7, Inc. (the “Company”) has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the “Agreement”).
THIRD AMENDMENTRapid7, Inc. • May 12th, 2016 • Services-prepackaged software
THIS THIRD AMENDMENT (the “Third Amendment”) is made and entered into as of March 23, 2016, by and between MA-100 SUMMER STREET OWNER, L.L.C., a Delaware limited liability company (“Landlord”) and RAPID7, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 13th, 2015 • Rapid7, Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1, dated as of October 13, 2015 (this “Amendment”), to the Amended and Restated Investors’ Rights Agreement, dated as of December 9, 2014, (the “Investors’ Rights Agreement”), by and among Rapid7, Inc., a Delaware corporation (the “Company”), the Investors (as defined therein) and the Other Holders (as defined therein, and including the Linda Holders identified on the signature pages to the Joinder Agreement to the Amended and Restated Investors’ Rights Agreement dated on or about the date hereof and listed on Schedule C hereto). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Investors’ Rights Agreement.
SECOND AMENDMENT TO LEASELease • February 26th, 2021 • Rapid7, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE dated as of this 9th day of November, 2020 by and between Office Tower Developer LLC (“Landlord”) and Rapid7, Inc. (“Tenant”).
RAPID7, INC. April 4, 2016Employment Agreement • April 5th, 2016 • Rapid7, Inc. • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG RAPID7, INC., RAPID7 LLC, LINDA MERGER SUB, INC., REVELOPS, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS SECURITYHOLDERS’ AGENT OCTOBER 9, 2015Agreement and Plan of Merger and Reorganization • October 13th, 2015 • Rapid7, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of October 9, 2015 (the “Agreement Date”), by and among Rapid7, Inc., a Delaware corporation (“Parent”), Rapid7 LLC, a Delaware limited liability company (“Acquiror”) and wholly owned subsidiary of Parent, Linda Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub” and together with Parent and Acquiror, the “Parent Parties”), RevelOps, Inc., a Delaware corporation (“Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Securityholders (the “Securityholders’ Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 28th, 2020 • Rapid7, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 24, 2020 (“Agreement Date”) by and among (i) Rapid7 Inc., a Delaware corporation (the “Ultimate Parent”), (ii) Rapid7 LLC, a Delaware limited liability company and wholly-owned subsidiary of the Ultimate Parent (“Purchaser”), (iii) Stratus Acquisition, Inc., a Delaware corporation (“Merger Sub”), (iv) Divvy Cloud Corporation, a Delaware corporation (“Company”), and (v) Fortis Advisors LLC, a Delaware limited liability company, as representative of the holders of equity securities of the Company (the “Equityholder Representative”). The Ultimate Parent, Purchaser, Merger Sub, Company, and the Equityholder Representative are sometimes referred to throughout this Agreement individually as a “Party” and collectively as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.
BOSTON, MASSACHUSETTS OFFICE LEASE AGREEMENTOffice Lease Agreement • June 8th, 2015 • Rapid7 Inc • Services-prepackaged software
Tenant’s “FF&E Costs” shall mean the costs and expenses incurred by Tenant in purchasing any furniture, mutually acceptable equipment or other personalty for the Premises and/or the cost to move and install same in the Premises.
THIRD AMENDMENT TO LEASELease • February 26th, 2021 • Rapid7, Inc. • Services-prepackaged software
This Third Amendment to Lease (the “Third Amendment”) is made as of this 5th day of February, 2021 (“Execution Date”) by and between OFFICE TOWER DEVELOPER LLC, a Delaware limited liability company (“Landlord”) and RAPID7, INC., a Delaware corporation (“Tenant”).
RAPID7, INC. April 2, 2016Rapid7, Inc. • April 5th, 2016 • Services-prepackaged software
THE HUB ON CAUSEWAY 100 CAUSEWAY STREET BOSTON, MASSACHUSETTS Lease Dated July 19, 2019 (the “Execution Date”)Agreement • July 25th, 2019 • Rapid7, Inc. • Services-prepackaged software • Massachusetts
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 26th, 2015 • Rapid7, Inc. • Services-prepackaged software • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 25, 2015 by and between Rapid7, Inc. a Delaware corporation (the “Corporation”) and the persons listed on the signature pages to this Agreement as “Purchasers” (each a “Purchaser” and together the “Purchasers”).
