EX-10.17



 EXHIBIT 10.17  

*Confidential Treatment has been requested for 
 the marked portions of this exhibit pursuant 
 to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. 
 SECOND AMENDMENT TO OEM
AGREEMENT 
 This Second Amendment to OEM Agreement (“Amendment”) is entered as of
January 23rd, 2013 (the “Amendment Effective
Date”) by and between Imperva, Inc. and Imperva, Ltd. (together, “Imperva”), and American Portwell Technology Inc. (“Seller”). For purposes of adding additional Integrated Products to the OEM Agreement
between Imperva and Seller, dated as of September 9, 2009, as amended by the First Amendment to OEM Agreement, dated as of June 14, 2012 (“Agreement”), the parties agree to amend the Agreement as follows: 

 

	 	1.	Specifications. The following Integrated Products and Specifications are hereby added to Annex 1 of Exhibit A to the Agreement: 


5G – X1000 
  

							
	 Quantity
	  	 	  	 Part Number
	  	 Description / Comments

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	*	Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted
from this filing and filed separately with the Securities and Exchange Commission. 









 *Confidential Treatment has been requested for 

the marked portions of this exhibit pursuant 
 to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  

 5G – X2000 

 

							
	 Quantity
	  	 	  	 Part Number
	  	 Description / Comments

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	*	Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted
from this filing and filed separately with the Securities and Exchange Commission. 










 *Confidential Treatment has been requested for 

the marked portions of this exhibit pursuant 
 to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  

 5G – M100 

 

							
	 Quantity
	  	 	  	 Part Number
	  	 Description/ Comments

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	*	Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted
from this filing and filed separately with the Securities and Exchange Commission. 










 *Confidential Treatment has been requested for 

the marked portions of this exhibit pursuant 
 to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  


	2.	Appliance Pricing. The following table of Appliance Pricing is hereby added to the section entitled “Pricing” set forth in Exhibit A to the Agreement:


  

					
	 Appliance
	  	 Parts
	  	 Price (USD)

	5G – X1000	  	BOM as set forth in item 1, not including major components	  	[*]
	  	CPU	  	[*]
	  	HDD	  	[*]
	  	RAM	  	[*]
	  	Total	  	[*]
	5G – X2000	  	BOM as set forth in item 1, not including major components	  	[*]
	  	CPU	  	[*]
	  	HDD	  	[*]
	  	RAM	  	[*]
	  	Total	  	[*]
	5G – M100	  	BOM as set forth in item 1, not including major components	  	[*]
	  	CPU	  	[*]
	  	HDD	  	[*]
	  	RAM	  	[*]
	  	Total	  	[*]

  

	3.	End of Life. The following table is hereby added to the section entitled “EOL” set forth in Exhibit A to the Agreement: 


End Of Life shall not occur earlier than the following dates: 

 

			
	 Appliance
	  	 EOL earliest date

	5G – X1000	  	March 31st 2018
	5G – X2000	  	March 31st 2018
	5G – M100	  	March 31st 2018

  

	4.	Integration. The Agreement, the exhibits thereto and this Amendment constitute the entire agreement among the parties with respect to the subject matter thereof
and hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter thereof and hereof. Except as expressly modified by this Amendment, all terms of the Agreement shall
remain unmodified and in full force and effect. In any case of any conflict between any term and/or condition of this Amendment and any term and/or condition of the Agreement, the terms and/or conditions of this Amendment shall prevail, precede,
govern and supersede such conflicting terms and/or conditions. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement. 


 

	5.	Governing Law; Jurisdiction. This Amendment will be governed and construed by the law designated for the interpretation and construction of the provisions of the
Agreement and disputes shall be resolved in accordance with the dispute resolution provisions of the Agreement. 


[Signature Page Follows] 

  

	*	Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted
from this filing and filed separately with the Securities and Exchange Commission. 










 *Confidential Treatment has been requested for 

the marked portions of this exhibit pursuant 
 to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 
  

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment
Effective Date. 
  

									
	Imperva, Inc.	 		 	American Portwell Technology, Inc.
					
	By:	 	/s/ Terry Schmid	 		 	By:	 	/s/ Kevin C. Lee
	Name:	 	Terry Schmid	 		 	Name:	 	Kevin C. Lee
	Title:	 	CFO	 		 	Title:	 	VP Operations
			
	Date: 1/31/2013	 		 	Date: 1/31/2013
				
	Imperva, Ltd.	 		 		 	
					
	By:	 	/s/ Amichai Shulman	 		 		 	
	Name:	 	Amichai Shulman	 		 		 	
	Title:	 	CTO	 		 		 	
				
	Date: 12/2/2013	 		 		 	


  

	*	Confidential treatment has been requested with respect to the information statement contained within the “[*]” marking. The marked portions have been omitted
from this filing and filed separately with the Securities and Exchange Commission.