Warrant to Purchase Stock  - Gold Hill Venture Lending 03, LP



 Exhibit 4.3 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO
THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 WARRANT TO PURCHASE STOCK 
 Company: IMPERVA, INC., a Delaware corporation 

Number of Shares: As set forth below 
 Class of
Stock: Series B Preferred Stock 
 Warrant Price: $1.50 per share 
 Issue Date: December 22, 2005 
 Expiration Date: The 10th anniversary after the Issue Date

 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. 
 As used herein: 
 The number of “Shares” purchasable under this Warrant
is equal to the Initial Shares plus the Additional Shares, and “Shares” means the Initial Shares plus the Additional Shares. 
 “Initial Shares” means 23,333 shares of Series B Preferred Stock. 

“Additional Shares” means that cumulative number of shares of Series B Preferred Stock equal to 1.75% of each Growth Capital
Advance (as defined in the Loan Agreement made to the Company) divided by the Warrant Price. 
 Notwithstanding the foregoing,
if Gold Hill Venture Lending 03, LP declines to make a Growth Capital Advance requested by Borrower solely as a result of Section 2.4 of the Loan Agreement (the “Declined Advance”), then the number of “Initial Shares”
purchasable under this 







 
Warrant shall be reduced by that cumulative number of shares of Series B Preferred Stock equal to 1.167% of the Declined Advance divided by the Warrant Price. 

ARTICLE 1. EXERCISE. 

1.1 Method of Exercise. Holder may exercise this Warrant by surrendering this Warrant and delivering a duly executed Notice of
Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an
account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 
 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by
dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market
value of the Shares shall be determined pursuant to Article 1.3. Such conversion shall be effected by surrendering this Warrant and delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal
office of the Company. 
 1.3 Fair Market Value. If the Company’s common stock is traded in a public market and the
Shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the trading day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is
exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is
traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the trading day immediately before Holder delivers its Notice of
Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final
prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of
Directors of the Company shall determine fair market value in its reasonable good faith judgment. 
 1.4 Delivery of
Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and,
if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this 

  
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Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
 1.6 Treatment of Warrant Upon Acquisition of Company. 
 1.6.1
“Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the
Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, or any Liquidation Event (as defined in the
Company’s Certificate of Incorporation, as amended from time to time. 
 1.6.2 Treatment of Warrant at Acquisition.

 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the
sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects
not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the
Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or
substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right
under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company
continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in
connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 

C) Upon the written request of the Company, Holder agrees that, in the event of a stock for stock Acquisition of the Company by a publicly traded
acquirer if, on the record date of the Acquisition, the fair market value of each of the Shares (or other securities issuable upon exercise of the Warrant) is equal to or greater than five (5) times the Warrant Price, the Company may require
the Warrant to be deemed automatically exercised and the Holder shall participate in the Acquisition as a holder of the Shares (or other securities issuable upon exercise of the Warrant) on the same terms as other holders of the same class of
securities of the Company. 
 D) Upon the closing of any Acquisition other than those particularly described in subsections (A), (B) and
(C) above, the successor entity shall assume the obligations of this Warrant, and this 

  
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Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares
were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 
 As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that
controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable. 

ARTICLE 2. ADJUSTMENTS TO THE SHARES. 
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by
reclassification or otherwise into a greater number of shares or takes any other action which increases the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the
Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares
purchasable hereunder shall be proportionately decreased. 
 2.2 Reclassification, Exchange, Combinations or
Substitution. Upon any reclassification, exchange, substitution, conversion or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to
receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution,
conversion or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s
Certificate of Incorporation. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as
a result of such reclassification, exchange, substitution, conversion or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon
exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, conversions or other events. 
 2.3 Adjustments for Diluting Issuances. The shares of Series B Preferred Stock issuable hereunder shall have the antidilution rights designated in the Company’s Amended and Restated
Certificate of Incorporation, as amended form time to time. 

  
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The provisions set forth for the Shares in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the
prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same
series and class as the Shares granted to the Holder. 
 2.4 No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s
rights under this Article against impairment. The foregoing notwithstanding, the Company shall not have been deemed to have impaired Holder’s rights hereunder if it amends its Amended and Restated Certificate of Incorporation, or the holders of
Preferred Stock waive rights thereunder, in a manner that does not affect Holder in a manner different form the effect that such amendments or waivers have generally on the rights of the holders of preferred stock. 

2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares
to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by
multiplying the fractional interest by the fair market value of a full Share. 
 2.6 Certificate as to Adjustments. Upon
each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer or other authorized
officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of
adjustments leading to such Warrant Price. 
 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 

3.1 Representations and Warranties. The Company represents and warrants to the Holder as follows: 

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which the Shares
were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold. 
 (b) All Shares which may
be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of
any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 

  
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 (c) The Company further covenants and agrees that, during the period within which the
rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of Shares of
authorized but unissued stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. 
 (d) The Capitalization Table previously provided to Holder remains true and complete as of the Issue Date. 
 3.2 Notice of Certain Events. The Company will transmit to the Holder such information, documents and reports as are generally distributed to all of the holders of Series B Preferred Stock of the
Company concurrently with the distribution thereof to such stockholders; provided, however, that in the event the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock,
or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of any of its stock; (c) to consummate an Acquisition; or to liquidate, dissolve or wind up (clauses (a), (b),
(c) and (d) each being a “Notice Event”); then, in connection with each Notice Event, the Company shall provide Holder notice of such Notice Event no later than the earlier of: (i) the date notice of such Notice Event is
given to all of the holders of the Company’s capital stock, and (ii) ten (10) days prior to the record or determination date, in respect of matters referred to in (a), (b) and (d) above, or ten (10) days prior to the
consummation of the Acquisition, in respect of matters referred to in (c) above. 
 3.3 Registration Under Securities
Act of 1933, as amended. The Company agrees that in connection with the next amendment of that certain Amended and Restated Investors’ Rights Agreement, dated as of May 22, 2003 (as amended from time to time, the “Investor Rights
Agreement”), such amendment will add Holder as a party thereto for purposes of providing certain “Piggyback” and S-3 registration rights for the shares of common stock into which the Shares are convertible; provided, however, that if
Section 5.3 or Section 5.4 of this Warrant conflicts with any provisions of the Investor Rights Agreement, the provisions of Section 5.3 or Section 5.4 of this Warrant, as applicable, shall control until this Warrant has been
fully exercised or terminated. In connection with such amendment to the Investor Rights Agreement, the Company shall provide to the Holder (to the extent not concurrently delivered to the Holder pursuant to the Loan Agreement), the quarterly and
annual reports furnished to certain of Company’s investors under Section 2.1 of the Investor Rights Agreement. 
 3.4
No Shareholder Rights. Except as provided in this Warrant, the Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant. 
 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows: 
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a
nominee or agent, and not with a view to the public resale or 

  
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distribution within the meaning of the Act. Holder also represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares. 

4.2 Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or
appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms
and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify
any information furnished to the Holder or to which the Holder has access. 
 4.3 Investment Experience. The Holder
understands that the purchase of this Warrant and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the
economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in
this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the
character, business acumen and financial circumstances of such persons. 
 4.4 Accredited Investor Status. The Holder is
an “accredited investor” within the meaning of Regulation D promulgated under the Act. 
 4.5 The Act. The
Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide
nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and
qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. 

ARTICLE 5. MISCELLANEOUS. 
 5.1 Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 

5.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if
any) shall be imprinted with a legend in substantially the following form: 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE 

  
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PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the
securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of
counsel if the transfer is to any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder
represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 

5.4 Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder may transfer all of this Warrant to any Affiliate
of Holder, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing Company with written notice, any subsequent Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, any subsequent Holder will give the Company
notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).
The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded. 

5.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and
effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by
facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until
the Company receives notice of a change of address in connection with a transfer or otherwise: 
 Gold Hill Venture Lending 03,
LP 
 3003 Tasman Drive, HA 200 
 Santa Clara, CA 95054 

  
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Attention: Sean Lynden 
 Telephone: (408) 919-0394 

Facsimile: (408) 654-6256 

Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address: 

Imperva, Inc. 

Attn: Shlomo Kramer 
 950 Tower Lane, Suite1710 
 Foster City, CA 94404 

Telephone: 650-345-9000 
 Facsimile: 650-345-9004 
 5.6 Waiver. This Warrant and any term hereof may
be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 

5.7 Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees. 
 5.8 Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in
accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such
other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder. 

5.9 Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

 5.10 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of
California, without giving effect to its principles regarding conflicts of law. 
 5.11 Market Stand-Off. Upon the
Company adding the Holder as a party to the Investor Rights Agreement as contemplated in Section 3.3 hereof, Holder shall become subject to and bound by the “Market Stand-Off’ provision in Section 1.13 of the Investor Rights
Agreement as it may be amended from time to time. Such market stand-off provision may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects in the same manner as Holder
the rights associated with all other shares of the same series and class as the Shares issuable to Holder upon exercise or conversion of this Warrant. 
 [Rest of page intentionally left blank; signature page follows] 

  
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 “COMPANY” 
  

									
	IMPERVA, INC.	 		 		 	
					
	By:	 	 /s/ Shlomo Kramer
	 		 	By:	 	 /s/ Shlomo Kramer

					
	Name:	 	  
	 		 	Name:	 	  

		 	(Print)	 		 		 	(Print)
					
	Title:	 	Chairman of the Board, President or Vice President	 		 	Title:	 	Chief Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary

  

			
	 “HOLDER”

 

	 GOLD HILL VENTURE LENDING 03, LP
 By: Gold Hill Venture Lending Partners 03, LLC, General Partner

		
	By:	 	 /s/ Sean Lynden

		
	Name:	 	 Sean Lynden, Partner

		 	(Print)
		
	Title:	 	 Gold Hill Venture Lending



  
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 APPENDIX 1 
 NOTICE OF EXERCISE 
 1. Holder elects to purchase
             shares of the Common/Series              Preferred [strike one] Stock of Imperva, Inc. pursuant to the terms of the
attached Warrant, and tenders payment of the purchase price of the shares in full. 
 [or] 

1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is
exercised for                      of the Shares covered by the Warrant. 
 [Strike paragraph that does not apply.] 
 2. Please issue a certificate or
certificates representing the shares in the name specified below: 
  

	
	  

	        Holders Name
	
	  

	  

	         (Address)



3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in
Article 4 of the Warrant as the date hereof. 
  

			
	 HOLDER:

	  

		
	By:	 	  

		
	 Name:.
	 	  

		
	 Title:
	 	  

		
	 (Date):
	 	  




  
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 APPENDIX 2 
 ASSIGNMENT 
 For value received, Gold Hill Venture Lending 03, LP hereby
sells, assigns and transfers unto 
  

			
	 Name:
	 	
	 Address:
	 	
		
	 Tax ID:
	 	

 that certain Warrant to Purchase Stock issued by Imperva, Inc. (the “Company”), on
             (the “Warrant”) together with all rights, title and interest therein. 

 

			
	GOLD HILL VENTURE LENDING 03, LP
		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  




Date:                        
                         
 By its execution below, and for the benefit of the Company, makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of
the date hereof. 
  

			
	  

		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  

		
	 Date:
	 	  




  
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