AGREEMENT AND PLAN OF MERGER BY AND AMONG IMPRIVATA, INC., PROJECT BRADY MERGER SUB, INC. AND PROJECT BRADY HOLDINGS, LLC DATED AS OF JULY 13, 2016Agreement and Plan of Merger • July 22nd, 2016 • Thoma Bravo Fund Xii, L.P. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 13, 2016, is made by and among Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), Project Brady Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Imprivata, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
VOTING AGREEMENTVoting Agreement • July 22nd, 2016 • Thoma Bravo Fund Xii, L.P. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2016, by and between Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Holder”) of Imprivata, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 2016 • Thoma Bravo Fund Xii, L.P. • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Imprivata, Inc., a Delaware corporation, and (ii) agree that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Thoma Bravo San Francisco, CA 94111 July 13, 2016Letter Agreement • July 22nd, 2016 • Thoma Bravo Fund Xii, L.P. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of Thoma Bravo Fund XII, L.P., a Delaware limited partnership (including its Affiliates) (the “Investor”), subject to the terms and conditions hereof, to purchase, or cause an assignee permitted by paragraph 3 of this Agreement to purchase, directly or indirectly, equity securities of Project Brady Holdings, LLC, a Delaware limited liability company (“Parent”), at or immediately prior to the Closing. It is contemplated that pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of the date hereof, among Parent, Imprivata, Inc., a Delaware corporation (the “Company”), and Project Brady Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Parent shall acquire the Company, through the merger of Merger Sub with and into the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed
