Fusion-io, Inc. Common Stock, $0.0002 par value per share Underwriting AgreementUnderwriting Agreement • November 16th, 2011 • Fusion-Io, Inc. • Computer storage devices • New York
Fusion-io, 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”) an aggregate of [ ] shares of Common Stock, $0.0002 par value per share (“Stock”) of the Company. The stockholders of the Company named in Schedule II(a) hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock 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 up to [ ] 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 pursuant to Section 2 hereof are herein collectiv
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2011 • Fusion-Io, Inc. • Computer storage devices • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this ___ day of _____, 20__ between Fusion-io, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”) and is to be effective as of the time the Indemnitee first provided services to the Company or any subsidiary of the Company, whichever is earlier.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SANDISK CORPORATION FLIGHT MERGER SUB, INC. AND FUSION-IO, INC. JUNE 16, 2014Agreement and Plan of Merger • June 16th, 2014 • Fusion-Io, Inc. • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2014 by and among SanDisk Corporation, a Delaware corporation (“Parent”), Flight Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Fusion-io, Inc., a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement but not defined herein shall have the respective meanings ascribed thereto in Annex A.
AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION-IO, INC., CAPRI MERGER SUB, INC., NEXGEN STORAGE, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EXCLUSIVE REPRESENTATIVE OF THE EFFECTIVE TIME STOCKHOLDERS NAMED HEREIN Dated as of April 24,...Agreement and Plan of Merger • April 24th, 2013 • Fusion-Io, Inc. • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 24, 2013 by and among Fusion-io, Inc., a Delaware corporation (“Parent”), Capri Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), NexGen Storage, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the exclusive representative of the Effective Time Stockholders (as defined herein) in connection with the transactions contemplated by this Agreement (the “Representative”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2011 • Fusion-Io, Inc. • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 13, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and FUSION-IO, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Fusion-io, Inc. Common Stock, $0.0002 par value per share Underwriting AgreementUnderwriting Agreement • May 23rd, 2011 • Fusion-Io, Inc. • Computer storage devices • New York
Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street New York, New York 10282
25,000,000 SENIOR CREDIT FACILITIES CREDIT AGREEMENT dated as of September 13, 2013 among FUSION-IO, INC. as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and SILICON VALLEY BANK, as Administrative Agent and Issuing LenderCredit Agreement • September 13th, 2013 • Fusion-Io, Inc. • Computer storage devices • California
THIS CREDIT AGREEMENT (this “Agreement”), dated as of September 13, 2013, is entered into by and among FUSION-IO, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENTInvoluntary Termination Severance Agreement • April 18th, 2011 • Fusion-Io, Inc. • Computer storage devices • California
THIS INVOLUNTARY TERMINATION SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between Dennis P. Wolf (“Employee”) and Fusion-io, Inc. (the “Company”), effective as of August 11, 2010 (the “Effective Date”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FUSION-IO, INC., THUNDERBIRD ACQUISITION CORP., THUNDERBIRD MERGER SUB LLC, IO TURBINE, INC.,Agreement and Plan of Reorganization • August 5th, 2011 • Fusion-Io, Inc. • Computer storage devices • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of August 4, 2011, by and among Fusion-io, Inc., a Delaware corporation (“Parent”), Thunderbird Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub One”), Thunderbird Merger Sub LLC (“Merger Sub Two,” and together with Merger Sub One, the “Merger Subs”), IO Turbine, Inc., a Delaware corporation (the “Company”), M. Helen Bradley as stockholder representative (the “Stockholder Representative”) and, solely with respect to Section 2.7(e) and Article VIII, U.S. Bank National Association as Escrow Agent (the “Escrow Agent,” and together with the Parent, the Merger Subs, the Company and the Stockholder Representative, collectively, the “parties,” and each individually, a “party”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
SEPARATION AGREEMENT AND RELEASE OF CLAIMSAdvisory Agreement • May 31st, 2013 • Fusion-Io, Inc. • Computer storage devices • Utah
THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and David Flynn (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”.
TRANSITION AGREEMENT AND RELEASE RECITALSTransition Agreement and Release • March 9th, 2011 • Fusion-Io, Inc. • Utah
This Transition Agreement and Release (“Agreement”) is made by and between David R. Bradford (“Bradford”) and Fusion-io, Inc. (“Fusion-io” and together with its subsidiaries, the “Fusion-io Group”) (and Bradford together with Fusion-io, the “Parties”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2012 • Fusion-Io, Inc. • Computer storage devices • California
This THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of September 11, 2012, by and between Silicon Valley Bank (“Bank”) and FUSION-IO, INC. (“Borrower”).
LEASE AGREEMENT BETWEEN NOP COTTONWOOD 2825, LLC, a Delaware limited liability company, as Landlord and FUSION MULTISYSTEMS, INC., a Nevada corporation, d/b/a FUSION-IO, as Tenant DATED May 28, 2010Lease Agreement • March 9th, 2011 • Fusion-Io, Inc. • Utah
THIS LEASE AGREEMENT (the “Lease”) is entered into effective as of May 28, 2010, between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION MULTISYSTEMS, INC., a Nevada corporation, d/b/a FUSION-IO (“Tenant”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • February 9th, 2012 • Fusion-Io, Inc. • Computer storage devices
This SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is dated for reference purposes only as of December 2, 2011, by and between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”).
RELEASE OF CLAIMSRelease of Claims • February 7th, 2014 • Fusion-Io, Inc. • Computer storage devices • California
THIS RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and Dennis P. Wolf (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”.
ContractFusion-Io, Inc. • March 9th, 2011 • California
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.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 16th, 2011 • Fusion-Io, Inc. • Computer storage devices
This FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is dated for reference purposes as of August 16, 2011, by and between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 18th, 2012 • Fusion-Io, Inc. • Computer storage devices • California
This SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 16, 2012, by and between Silicon Valley Bank (“Bank”) and FUSION-IO, INC. (“Borrower”).
FUSION-IO, INC. INVOLUNTARY TERMINATION SEVERANCE AGREEMENTInvoluntary Termination Severance Agreement • May 31st, 2013 • Fusion-Io, Inc. • Computer storage devices • Utah
THIS INVOLUNTARY TERMINATION SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between Shane V Robison (“Employee”) and Fusion-io, Inc. (the “Company”), effective as of May 7, 2013 (the “Effective Date”).
ContractFusion-Io, Inc. • March 9th, 2011 • Utah
NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND SUCH SECURITIES MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTAED EMPLOYMENT AGREEMENTAnd Restaed Employment Agreement • March 9th, 2011 • Fusion-Io, Inc. • Utah
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2008 (the “Effective Date”), by and among Fusion Multisystems, Inc., a Nevada corporation (the “Company”), Rick White, an individual (“Executive”), and West Coast Ventures, LLC (“WCV”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 27th, 2012 • Fusion-Io, Inc. • Computer storage devices
This SECOND AMENDMENT TO LEASE AGREEMENT (“Second Amendment”) is dated for reference purposes as of July 10, 2012, by and between NOP COTTONWOOD 2855, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”).
ContractStock Option Agreement • March 9th, 2011 • Fusion-Io, Inc. • Delaware
THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated _________, by and between Fusion-io, Inc., a Delaware corporation (the “Corporation”), and __________ (the “Optionee”) evidences the stock option (the “Option”) granted by the Corporation to the Optionee as to the number of shares of the Corporation’s common stock, par value $0.0002 per share (the “Common Stock”), first set forth below.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 16th, 2011 • Fusion-Io, Inc. • Computer storage devices
This FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is dated for reference purposes as of September 6, 2011, by and between NOP COTTONWOOD 2855, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”).
FORM OF ACKNOWLEDGEMENT AND AGREEMENTAcknowledgement and Agreement • August 28th, 2013 • Fusion-Io, Inc. • Computer storage devices
As a condition of, and in consideration of, the retention bonus in the gross amount of One Hundred Thousand Dollars ($100,000.00), which will be paid, less applicable withholding taxes (the “Bonus”), to you in the next payroll (scheduled for May 31, 2013) in accordance with the payroll policies and practices of Fusion-io, Inc. (the “Company”), I hereby agree to the following terms and conditions of this Acknowledgement and Agreement (this “Acknowledgement”):
April 1, 2008Fusion-Io, Inc. • May 6th, 2011 • Computer storage devices
On behalf of Fusion Multisystems, Inc. (the “Company”), I am pleased to offer you full-time employment, commencing on April 13, 2009 or such other date as mutually agreed by the Company (the “Hire Date”), subject to the following terms and conditions contained in this letter (the “Agreement”):
Termination of Employee Stock Purchase Plan July 7, 2014Merger Agreement • July 8th, 2014 • Fusion-Io, Inc. • Computer storage devices
As you know, Fusion-io, Inc. (the “Company”) recently entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SanDisk Corporation (“Parent”), and Flight Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Sub”). Under the Merger Agreement, on June 16, 2014, the Merger Sub launched a cash tender offer (the “Offer”) to purchase all of the Company’s issued and outstanding common stock. If the Offer is successful, then following the expiration of the Offer, the Merger Sub will to merge with and into the Company, which will result in the Company becoming a wholly-owned subsidiary of Parent (the “Merger”).
FUSION-IO, INC. Notice to Holders of Options and Restricted Stock Units July 7, 2014Merger Agreement • July 8th, 2014 • Fusion-Io, Inc. • Computer storage devices
As you know, Fusion-io, Inc. (the “Fusion-io”) recently entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SanDisk Corporation (“SanDisk”) and Flight Merger Sub, Inc., a wholly-owned subsidiary of SanDisk (the “Merger Sub”). In accordance with the terms of the Merger Agreement, on June 16, 2014, the Merger Sub launched a cash tender offer (the “Offer”) to purchase all of Fusion-io’s issued and outstanding common stock. Following the expiration of the Offer, the Merger Sub will to merge with and into Fusion-io, which, if completed, will result in Fusion-io becoming a wholly-owned subsidiary of SanDisk (the “Merger”).
LEASE AGREEMENT for 2880 JUNCTION AVENUE SAN JOSE, CALIFORNIALease Agreement • May 10th, 2012 • Fusion-Io, Inc. • Computer storage devices • California
THIS LEASE AGREEMENT (the “Lease”), dated solely for reference purposes as of January 13, 2012, between LaSalle Montague, Inc., a Delaware corporation (“Landlord”), and the Tenant named in Item 1 of the Schedule (“Tenant”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • May 7th, 2013 • Fusion-Io, Inc. • Computer storage devices
This THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”) is made and entered into effective as of March 15, 2013, by and between NOP COTTONWOOD 2825, LLC, a Delaware limited liability company (“Landlord”), and FUSION-IO, INC., a Delaware corporation (“Tenant”).
LEASE AGREEMENT BETWEEN NOP COTTONWOOD 2855, LLC, a Delaware limited liability company, as Landlord and FUSION MULTISYSTEMS, INC., a Nevada corporation, d/b/a FUSION-IO, as Tenant DATED May 28, 2010Lease Agreement • March 9th, 2011 • Fusion-Io, Inc. • Utah
THIS LEASE AGREEMENT (the “Lease”) is entered into effective as of May 28, 2010, between NOP COTTONWOOD 2855, LLC, a Delaware limited liability company (“Landlord”), and FUSION MULTISYSTEMS, INC., a Nevada corporation, d/b/a FUSION-IO (“Tenant”).
AGREEMENTAgreement • May 23rd, 2011 • Fusion-Io, Inc. • Computer storage devices • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 20__ between Fusion-io, Inc. a Delaware corporation (the “Company”), ______________ (the “Fund”) and ________ (“Director”) and, except as set forth in Section 3(a), is to be effective as of the time the Director first provided services to the Company or any subsidiary of the Company, whichever is earlier. The Director and the Fund are sometimes referred to herein individually as an “Indemnitee” and collectively as the “Indemnitees.”
Letter to Stockholders of Fusion-io, Inc. June 24, 2014Fusion-Io, Inc. • June 24th, 2014 • Computer storage devices
We are pleased to inform you that on June 16, 2014, Fusion-io, Inc. ("Fusion-io") entered into a definitive acquisition agreement (the "Acquisition Agreement") with SanDisk Corporation ("SanDisk") and Flight Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of SanDisk. Pursuant to the Acquisition Agreement, Purchaser has today commenced a tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.0002 per share (the "Shares"), of Fusion-io at $11.25 per Share (the "Offer Price"), net to the seller in cash without interest thereon, less any required withholding taxes.
FUSION-IO, INC. CONSULTING AGREEMENTConsulting Agreement • February 12th, 2014 • Fusion-Io, Inc. • Computer storage devices • Utah
This Consulting Agreement (this “Agreement”) is made and entered into as of February 11, 2014 (the “Effective Date”) by and between Fusion-io, Inc., a Delaware corporation (the “Company”), and Shawn Lindquist (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • February 7th, 2014 • Fusion-Io, Inc. • Computer storage devices • Utah
THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Agreement”) is made by and between Fusion-io, Inc. (the “Company”), and James L. Dawson (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party”.
