Ellie Mae, Inc. 2,750,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementEllie Mae Inc • August 9th, 2016 • Services-prepackaged software • New York
Ellie Mae, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,750,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 412,500 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Ellie Mae, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • July 3rd, 2012 • Ellie Mae Inc • Services-prepackaged software • New York
Ellie Mae, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 3,000,000 shares and, at the election of the Underwriters solely to cover over-allotments, if any, up to 465,245 additional shares of Common Stock, par value $0.0001 per share, (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 101,638 shares of Stock. The aggregate of 3,101,638 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 465,245 additional shares to be sold by the Company solely to cover over-allotments, if any, is herein called
ELLIE MAE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2010 • Ellie Mae Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , 20[ ], by and between Ellie Mae, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among EM EAGLE PURCHASER, LLC EM EAGLE MERGER SUB, INC. and ELLIE MAE, INC. Dated as of February 11, 2019Agreement and Plan of Merger • February 12th, 2019 • Ellie Mae Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 11, 2019, by and among EM Eagle Purchaser, LLC, a Delaware limited liability company (“Parent”), EM Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ellie Mae, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
Ellie Mae, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • February 17th, 2011 • Ellie Mae Inc • Services-prepackaged software • New York
Ellie Mae, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Barclays Capital Inc. is acting as representative (the “Representative” or “you”) an aggregate of [ ] shares of Common Stock, par value $0.0001 per share, (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase
ELLIE MAE, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 25th, 2011 • Ellie Mae Inc • Services-prepackaged software • Delaware
Ellie Mae, Inc., a Delaware corporation, (the “Company”), pursuant to its 2011 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each Restricted Stock Unit represents the right to receive one share of Common Stock upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
ELLIE MAE, INC. EMPLOYMENT AGREEMENT OF JONATHAN CORREmployment Agreement • January 5th, 2015 • Ellie Mae Inc • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Jonathan Corr (the “Executive”) and Ellie Mae, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below.
ELLIE MAE, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE ANDRestricted Stock Unit Award Agreement • February 10th, 2015 • Ellie Mae Inc • Services-prepackaged software • Delaware
Ellie Mae, Inc., a Delaware corporation, (the “Company”), pursuant to its 2011 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each Restricted Stock Unit represents the right to receive one share of Common Stock upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
RESELLER AGREEMENTReseller Agreement • February 17th, 2011 • Ellie Mae Inc • Services-prepackaged software • California
This Reseller Agreement is entered into between CoreLogic Information Solutions, Inc., a Delaware corporation (“CoreLogic”), and Ellie Mae, Inc., a Delaware corporation (“Customer”) (collectively, the “Parties,” or individually, a “Party”). This Agreement is effective upon execution by the Parties (“Effective Date”).
EXECUTIVE TRANSITION AGREEMENTExecutive Transition Agreement • May 2nd, 2017 • Ellie Mae Inc • Services-prepackaged software • California
This Executive Transition Agreement (the “Agreement”) is made by and between Ellie Mae, Inc. (the “Company”) and Edgar Luce (“Executive”) (collectively referred to herein as the “Parties”) effective as of March 9, 2017.
STOCK PURCHASE AGREEMENT dated as of August 15, 2011 by and among Ellie Mae, Inc.; Northgate Private Equity Partners III, L.P.; NPEP III-Q, L.L.C.; TVC Capital L.P.; TVC Capital 12-4-0 Fund L.P.; TVC Capital Partners L.P.; TVC Capital, LLC; and,...Stock Purchase Agreement • August 15th, 2011 • Ellie Mae Inc • Services-prepackaged software • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2011, is entered into by and among Ellie Mae, Inc., a Delaware corporation (“Buyer”), Northgate Private Equity Partners III, L.P., NPEP III-Q, L.L.C., TVC Capital L.P., TVC Capital 12-4-0 Fund L.P. and TVC Capital Partners L.P. (each a “Seller” and collectively the “Sellers”), TVC Capital, LLC as the representative of the Sellers and Management Employees (as defined below) pursuant to Section 2.06 hereof (“Sellers’ Representative”), and, solely with respect to Article 2, Article 6, and Article 7, the Management Employees signatory hereto.
ELLIE MAE, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF SIGMUND ANDERMANEmployment Agreement • August 5th, 2010 • Ellie Mae Inc • Services-prepackaged software • California
This Second Amended and Restated Employment Agreement (the “Agreement”) is made and entered into by and between Sigmund Anderman (the “Executive”) and Ellie Mae, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
ELLIE MAE, INC OPTION ACCELERATION AGREEMENTOption Acceleration Agreement • August 5th, 2010 • Ellie Mae Inc • Services-prepackaged software • California
This Option Acceleration Agreement, effective as of June 15, 2006 is entered into by and between Ellie Mae, Inc., a California corporation (the “Company”), with its principal offices located at 4140 Dublin Blvd., Suite 300, Dublin, CA 94568, and Sigmund Anderman (the “Executive”).
PORTAL/LOS LINK AGREEMENTFirst American Title Agreement • March 28th, 2011 • Ellie Mae Inc • Services-prepackaged software • California
This First American Title Agreement (“First American Title Agreement”), dated as of June 1, 2010 (“Effective Date”), is entered into and made between First American Title Insurance Company, Inc., a California corporation (“First American Title”), and Ellie Mae, Inc., a Delaware Corporation, (“Ellie Mae”). In consideration of the mutual promises contained in this First American Title Agreement, First American Title and Ellie Mae hereby agree as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG ELLIE MAE, INC., VICTORY MERGER SUB, INC., VELOCIFY, INC. AND FORTIS ADVISORS LLC, AS THE REPRESENTATIVEAgreement and Plan of Merger • August 31st, 2017 • Ellie Mae Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 31, 2017 (the “Agreement Date”) by and among Ellie Mae, Inc., a Delaware corporation (“Parent”), Victory Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Velocify, Inc., a Delaware corporation (the “Company”) and Fortis Advisors LLC, a Delaware limited liability company, as representative of certain securityholders of the Company (the “Representative”).
AMENDMENT NO. 3 TO AMENDED STRATEGIC RELATIONSHIP AGREEMENTRelationship Agreement • December 13th, 2011 • Ellie Mae Inc • Services-prepackaged software
This Amendment No. 3 to the Amended Strategic Relationship Agreement, is made and effective as of November 1, 2011 (“Amendment No. 3”), between Ellie Mae, Inc., a Delaware corporation (“Ellie Mae”), and SavingStreet, LLC., a New York limited liability company (“SavingStreet” and, together with Ellie Mae, the “Parties”).
AMENDMENT 2 TO PORTAL/LOS LINK AGREEMENT Ellie Mae, Inc. and First AmericanLink Agreement • December 17th, 2010 • Ellie Mae Inc • Services-prepackaged software
THIS AMENDMENT NUMBER TWO (“Amendment 2”) is made this 5/28, 2010 (the “Amendment Effective Date”) by and between Ellie Mae, Inc., a Delaware corporation (“Ellie Mae”) and First American Real Estate Solutions LLC, a California limited liability company, First American CoreLogic, Inc., a Delaware corporation (successor-in-interest to First American Real Estate Solutions, L.P.), eAppraiseIT LLC, a Delaware limited liability company, First American Title Insurance Company, a California corporation, First Advantage Credco, LLC (dba First American Credco), a Delaware limited liability company, First American Flood Hazard Certification LLC, a Delaware limited liability company, and First American Real Estate Tax Service, LLC, a Delaware limited liability company (collectively, “First American”), and amends the Portal Agreement dated January 1, 2007 between Ellie Mae and First American (“Portal Agreement”).
ADDENDUM NUMBER ONE TO PORTAL AGREEMENT Ellie Mae, Inc. and First AmericanPortal Agreement • December 17th, 2010 • Ellie Mae Inc • Services-prepackaged software
THIS ADDENDUM NUMBER ONE (“Addendum”) is made this 8-31, 2009 (the “Addendum Effective Date”) by and between Ellie Mae, Inc., a California corporation (“Ellie Mae”) and First Advantage Credco, LLC (dba First American Credco) (“Credco”), a Delaware limited liability company, pursuant to the Portal Agreement dated January 1, 2007 between Ellie Mae and First American (“Portal Agreement”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Portal Agreement.
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 17th, 2011 • Ellie Mae Inc • Services-prepackaged software • California
This Amendment and Waiver to Amended and Restated Investor Rights Agreement (the “Amendment”) is made and entered into effective September 16, 2010 by and among Ellie Mae, Inc., a Delaware corporation (the “Company”), and the persons holding the majority of the outstanding Registrable Securities and set forth on the signature pages hereto (the “Majority Holders”).
ELLIE MAE, INC. MAVENT HOLDINGS INC. MAVENT ACQUISITION CORP. CERTAIN STOCKHOLDERS OF MAVENT HOLDINGS INC. AGREEMENT AND PLAN OF MERGER NOVEMBER 25, 2009Agreement and Plan of Merger • April 30th, 2010 • Ellie Mae Inc • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of November 25, 2009, by and among Ellie Mae, Inc., a California corporation (which is in the process of reincorporating in Delaware) (“Acquiror”), Mavent Acquisition Corp., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Acquiror, Mavent Holdings Inc., a Delaware corporation (“Target”), and the Principal Stockholders. For the purposes of this Agreement, the term “Principal Stockholders” means Financial Technology Ventures, L.P., Financial Technology Ventures (Q), L.P., Financial Technology Ventures II, L.P., and Financial Technology Ventures II (Q), L.P.
Re: Separation and Release AgreementRelease Agreement • August 7th, 2018 • Ellie Mae Inc • Services-prepackaged software • California
This letter sets forth the substance of the separation and release agreement (the “Agreement”) that Ellie Mae, Inc. (the “Company”) is offering to you to aid in your employment transition.
SECOND MODIFICATION TO BUSINESS LOAN AGREEMENT AND MASTER REVOLVING NOTEMaster Revolving • April 30th, 2010 • Ellie Mae Inc
This Second Modification to Business Loan Agreement and Master Revolving Note (this “Modification”) is entered into by ELLIE MAE, INC., a California corporation (“Borrower”) and COMERICA BANK, a Texas banking association, successor by merger to Comerica Bank, a Michigan banking corporation (“Bank”), whose Western Market Headquarters is located at 333 West Santa Clara Street, San Jose, California, as of April 2, 2009.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 30th, 2010 • Ellie Mae Inc • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of September 30, 2008, by and among Ellie Mae, Inc., a California corporation (“Buyer”), Stewart Lender Services, Inc., a Texas corporation (“Parent”) and Online Documents, Inc., a California corporation (“Seller”) and wholly-owned subsidiary of Parent.
AMENDED AND RESTATED BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 30th, 2010 • Ellie Mae Inc • California
This Amended and Restated Business Loan Agreement (this “Agreement”) is entered into by and between COMERICA BANK (“Bank”) and ELLIE MAE, INC., a California corporation (“Borrower) as of June 20, 2006, at Bank’s Western Market headquarters office at 333 West Santa Clara Street, San Jose, California 95113.
ADDENDUM NUMBER ONE TO PORTAL AGREEMENT Ellie Mae, Inc. and First AmericanPortal Agreement • March 28th, 2011 • Ellie Mae Inc • Services-prepackaged software
THIS ADDENDUM NUMBER ONE (“Addendum”) is made this 8-31, 2009 (the “Addendum Effective Date”) by and between Ellie Mae, Inc., a California corporation (“Ellie Mae”) and First Advantage Credco, LLC (dba First American Credco) (“Credco”), a Delaware limited liability company, pursuant to the Portal Agreement dated January 1, 2007 between Ellie Mae and First American (“Portal Agreement”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Portal Agreement.
Re: Separation & Release AgreementEllie Mae Inc • August 6th, 2014 • Services-prepackaged software
This letter confirms your decision to resign from your employment with Ellie Mae (the “Company”) effective on September 2, 2014 (the “Separation Date”). Up and through the Separation Date, you will continue to vest in any equity awards that have been granted to you by the Company.
SECOND AMENDMENT TO LEASELease • November 1st, 2016 • Ellie Mae Inc • Services-prepackaged software
This SECOND AMENDMENT TO LEASE ("Second Amendment") is made and entered into as of July 19, 2016, by and between SFI PLEASANTON, LLC, a Delaware limited liability company ("Landlord"), and ELLIE MAE, INC., a Delaware corporation ("Tenant").
SUBLEASESublease • April 30th, 2010 • Ellie Mae Inc
WHEREAS, by that certain build-to-suit lease dated January 27, 1998 by and among NNN Britannia I, LLC, NNN Britannia I 2, LLC, NNN Britannia I 3, LLC, NNN Britannia I 4, LLC, NNN Britannia I 6, LLC, NNN Britannia I 8, LLC, NNN Britannia I 9, LLC, NNN Britannia I 10, LLC, NNN Britannia I 11, LLC, NNN Britannia I 12, LLC, NNN Britannia I 13, LLC, NNN Britannia I 14, LLC, NNN Britannia I 15, LLC, NNN Britannia I 16, LLC, NNN Britannia I 17, LLC, NNN Britannia I 18, LLC, NNN Britannia I 19, LLC, NNN Britannia I 20, LLC, NNN Britannia I 21, LLC, NNN Britannia I 22, LLC, NNN Britannia I 23, LLC, NNN Britannia I 24, LLC, NNN Britannia I 25, LLC, NNN Britannia I 26, LLC, NNN Britannia I 27, LLC, NNN Britannia I 28, LLC, NNN Britannia I 29, LLC, NNN Britannia I 30, LLC, NNN Britannia I 31, LLC, NNN Britannia I 32, LLC, NNN Britannia I 33, LLC, NNN Britannia I 34, LLC, NNN Britannia I 35, LLC, NNN Britannia I 36, LLC, each one a Delaware limited liability company (collectively, “Overlandlord”, a
AMENDED STRATEGIC RELATIONSHIP AGREEMENTAmended Strategic Relationship Agreement • February 17th, 2011 • Ellie Mae Inc • Services-prepackaged software • California
This Strategic Relationship Agreement (“Agreement”) dated as of February 21, 2008 (“Effective Date”), between Ellie Mae, Inc., and New Casa 188, LLC is hereby amended in accordance with the Ellie Mae Board approval of December 17, 2009, and in its place shall survive this amended Strategic Relationship Agreement dated as of June 15, 2010. This agreement made and entered into by and between Ellie Mae, Inc., with its principal place of business at 4155 Hopyard Rd. #200, Pleasanton CA, 94588 (“Ellie Mae”), and Saving Street, LLC., a New York Limited Liability Company with a principal place of business at One North End Avenue, Suite 1301, New York, NY 10282.
AMENDMENT NUMBER ONE TO PORTAL AGREEMENT Ellie Mae, Inc. and First AmericanPortal Agreement • December 17th, 2010 • Ellie Mae Inc • Services-prepackaged software
THIS AMENDMENT NUMBER ONE (“Amendment”) is made this May 1, 2009 (the “Amendment Effective Date”) by and between Ellie Mae, Inc., a California corporation (“Ellie Mae”) and First American Real Estate Solutions LLC, a California limited liability company, First American CoreLogic, Inc., a Delaware corporation (successor-in-interest to First American Real Estate Solutions, L.P.), eAppraiseIT LLC, a Delaware limited liability company, First American Title Insurance Company, a California corporation, First Advantage Credco, LLC (dba First American Credco), a Delaware limited liability company, First American Flood Hazard Certification LLC, a Delaware limited liability company, and First American Real Estate Tax Service, LLC, a Delaware limited liability company (collectively, “First American”), and amends the Portal Agreement dated January 1, 2007 between Ellie Mae and First American.
AMENDMENT 3 TO PORTAL/LOS LINK AGREEMENT Ellie Mae and CoreLogic Information Solutions, Inc.Ellie Mae Inc • March 15th, 2011 • Services-prepackaged software
THIS AMENDMENT 3 (“Amendment 3”) is made this January 25, 2011 (the “Amendment 3 Effective Date”) by and between Ellie Mae, Inc., a Delaware corporation (“Ellie Mae”) and CoreLogic Information Solutions, Inc., f/k/a First American CoreLogic, Inc., a Delaware corporation as successor-in-interest to First American Real Estate Solutions, L.P. (“CoreLogic”), and amends the January 1, 2007 Portal/LOS Link Agreement (“Portal Agreement”) between Ellie Mae, on one hand, and CoreLogic Real Estate Solutions, LLC, f/k/a First AmericanReal Estate Solutions LLC, a California limited liability company, CoreLogic Valuation Services, LLC as successor-in-interest to eAppraiseIT LLC, a Delaware limited liability company, CoreLogic Credco, LLC f/k/a First Advantage Credco, LLC, a Delaware limited liability company, CoreLogic Flood Services, LLC f/k/a First American Flood Hazard Certification LLC, a Delaware limited liability company, and CoreLogic Tax Services, LLC f/k/a First American Real Estate Tax Se
AMENDMENT NO. 2 TO AMENDED STRATEGIC RELATIONSHIP AGREEMENTRelationship Agreement • August 10th, 2011 • Ellie Mae Inc • Services-prepackaged software
This Amendment No. 2 to the Amended Strategic Relationship Agreement, is made and effective as of July 1, 2011 (“Amendment”), between Ellie Mae, Inc., a Delaware corporation (“Ellie Mae”), and Saving Street, LLC., a New York limited liability company (“SavingStreet” and, together with Ellie Mae, the “Parties”).
ELLIE MAE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2010 • Ellie Mae Inc • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 30, 2002 (the “Effective Date”) by and between Ellie Mae, Inc. (the “Company”) and Sigmund Anderman (the “Executive”).
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 28th, 2011 • Ellie Mae Inc • Services-prepackaged software • California
This Amendment to Amended and Restated Investor Rights Agreement (the “Amendment”) is made and entered into effective March 11, 2011 by and among Ellie Mae, Inc., a Delaware corporation (the “Company”), and the persons holding the majority of the outstanding Registrable Securities and set forth on the signature pages hereto (the “Majority Holders”).
AMENDMENT NO. 1 TO AMENDED STRATEGIC RELATIONSHIP AGREEMENTAmended Strategic Relationship Agreement • February 17th, 2011 • Ellie Mae Inc • Services-prepackaged software
This Amendment No. 1 to the Amended Strategic Relationship Agreement, is made and effective as of July 1, 2010 (“Amendment”), between Ellie Mae, Inc., a Delaware corporation (“Ellie Mae”), and Saving Street, LLC., a New York limited liability company (“SavingStreet” and, together with Ellie Mae, the “Parties”).
