Shares ENVIVIO, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment • New York
Envivio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom STIFEL, NICOLAUS & COMPANY, INCORPORATED and PIPER JAFFRAY & CO. are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
AGREEMENT AND PLAN OF MERGER by and among: ENVIVIO, INC., a Delaware corporation; ERICSSON INC., a Delaware corporation; and CINDY ACQUISITION CORP., a Delaware corporation Dated as of September 10, 2015Merger Agreement • September 10th, 2015 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 10, 2015, by and among: ERICSSON INC., a Delaware corporation (“Parent”); CINDY ACQUISITION CORP., a Delaware corporation and a Subsidiary of Parent (“Purchaser”); and ENVIVIO, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 14th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware
This Indemnification Agreement (the “Agreement”), is dated as of , 20 between Envivio, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).
Shares ENVIVIO, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment • New York
Envivio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom STIFEL, NICOLAUS & COMPANY, INCORPORATED and PIPER JAFFRAY & CO. are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 10th, 2015 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 10, 2015, is entered into by and among Ericsson Inc., a Delaware corporation (“Parent”), Cindy Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ENVIVIO, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 30th, 2013 • Envivio Inc • Radio & tv broadcasting & communications equipment • California
This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of January 28, 2013 (the “Effective Date”), by and between Ira Goldfarb (“Executive”) and Envivio, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
ENVIVIO, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT December 2, 2011Investors Rights Agreement • April 5th, 2012 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware
This Amended and Restated Investors Rights Agreement is made as of December 2, 2011 (the “Agreement”) by and among Envivio, Inc., a Delaware corporation (the “Company”), and each of the persons and entities listed on Exhibit A to this Agreement (the “Investors”).
STANDARD MANUFACTURING AGREEMENTStandard Manufacturing Agreement • June 3rd, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment • California
FutureQuest Systems, California Company (“FQS”) whose principal place of business is located at 4416 Technology Drive, Fremont, California 94538 and Envivio, Inc. (“Customer”) whose principal place of business is located at 400 Oyster Point Blvd., Suite 325, South San Francisco, California 94080 in their desire to formulate a strategic business relationship and to define their expectations regarding this relationship, hereby agree as follows:
Number of Firm Shares] Shares ENVIVIO, INC. Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2012 • Envivio Inc • Radio & tv broadcasting & communications equipment • New York
Envivio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom GOLDMAN, SACHS & CO., DEUTSCHE BANK SECURITIES INC. and STIFEL, NICOLAUS & COMPANY, INCORPORATED are acting as representatives (the “Representatives”) an aggregate of [—] shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to the Underwriters an aggregate of [—] shares of Common Stock. The aggregate of [—] shares of Common Stock to be sold by the Company and the Selling Stockholders to the Underwriters hereunder are hereinafter referred to collectively as the “Firm Shares”. The Selling Stockholders also propose to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares
April 13, 2011 Julien Signes [Address] Re: Amendment of Executive Employment Agreement for Compliance with Section 409A Dear Julien:Executive Employment Agreement • May 17th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment
This Amendment (the “Amendment”) amends the terms and conditions of the executive employment agreement by and between Envivio, Inc. (the “Company”) and you dated April 1, 2006 (the “Agreement”) to conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
OYSTER POINT MARINA PLAZA Office Lease of SUITE 325 to ENVIVIO, INC., a Delaware corporation South San Francisco, CA 94080Office Lease • April 15th, 2011 • Envivio Inc • California
THIS OFFICE LEASE (the “Lease”) is entered into as of September 3, 2004, by and between KASHIWA FUDOSAN AMERICA, INC., a California corporation (“Landlord”) and ENVIVIO, INC., a Delaware corporation (“Tenant”).
SEPARATION AGREEMENTSeparation Agreement • December 4th, 2012 • Envivio Inc • Radio & tv broadcasting & communications equipment • California
This Separation Agreement (“Separation Agreement”), dated as of November 27, 2012, is made by and between Kevin O’Keefe, an individual (“Employee”) and Envivio, Inc., a Delaware corporation (the “Company”), effective seven calendar days after the date the Release Agreement attached to this Separation Agreement as Exhibit B (the “Release Agreement”) is signed by Employee. Employee must sign and return (and not subsequently revoke) the Release Agreement on (but not before) or within five (5) days following his termination of employment with the Company to be eligible for the consideration described below.
Re: Amendment of Offer Letter for Compliance with Section 409AOffer Letter • May 17th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment
This Amendment (the “Amendment”) amends the terms and conditions of the letter agreement by and between Envivio, Inc. (the “Company”) and you dated December 6, 2009 (the “Agreement”) to conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 17th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment
This AGREEMENT is made as of the 1st day of April, 2006 (“Effective Date”), between Envivio Inc. located at 400 Oyster Point Boulevard, Suite 325, South San Francisco, CA 94080 (the “Company”), and Mr. Julien Signes (the “Executive”).
Re: Amendment of Offer Letter for Compliance with Section 409AOffer Letter Amendment • May 17th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment
This Amendment (the “Amendment”) amends the terms and conditions of the letter agreement by and between Envivio, Inc. (the “Company”) and you dated January 1, 2011 (the “Agreement”) to conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
Re: Amendment of Offer Letter for Compliance with Section 409AOffer Letter • May 17th, 2011 • Envivio Inc • Radio & tv broadcasting & communications equipment
This Amendment (the “Amendment”) amends the terms and conditions of the letter agreement by and between Envivio, Inc. (the “Company”) and you dated April 25, 2010 (the “Agreement”) to conform to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
ENVIVIO, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT June 28, 2010Investors Rights Agreement • April 15th, 2011 • Envivio Inc • Delaware
This Amended and Restated Investors Rights Agreement is made as of June 28, 2010 (the “Agreement”) by and among Envivio, Inc., a Delaware corporation (the “Company”), and each of the persons and entities listed on Exhibit A to this Agreement (the “Investors”).
