SUPPORT AGREEMENTSupport Agreement • June 24th, 2014 • Sandisk Corp • Computer storage devices • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2014 by and between SanDisk Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder(s) (“Stockholder”) of Fusion-io, Inc., a Delaware corporation (the “Company”).
NONDISCLOSURE AGREEMENTNondisclosure Agreement • June 24th, 2014 • Sandisk Corp • Computer storage devices • Delaware
THIS NONDISCLOSURE AGREEMENT (this “Agreement”) is entered into and is effective as of November 18, 2013 (the “Effective Date”), by and between Fusion-io, Inc., a Delaware corporation (“Company”), and SanDisk Corporation, a Delaware corporation (“SanDisk,” and each also referred to as “Party” or together as “Parties”).
OFFER TO PURCHASE All Outstanding Shares of Common Stock of FUSION-IO, INC. a Delaware corporation at $11.25 Net Per Share in Cash by FLIGHT MERGER SUB, INC. a wholly owned subsidiary of SANDISK CORPORATIONSandisk Corp • June 24th, 2014 • Computer storage devices • Delaware
Purchaser is making this Offer pursuant to an Agreement and Plan of Merger, dated as of June 16, 2014 (as it may be amended from time to time, the "Merger Agreement"), by and among Parent, Purchaser and Fusion-io. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Fusion-io (the "Merger"), with Fusion-io continuing as the surviving corporation in the Merger (the "Surviving Corporation") and a wholly owned subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time",) Effective Time, other than (i) Shares owned by Parent, Purchaser or Fusion-io and (ii) Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who have not tendered their shares into the Offer as of the Offer Closing and who have properly and va
CONFIDENTIAL May 23, 2014 Fusion-io, Inc. Salt Lake City, Utah 84101 Attn: Shane Robison, CEO Dear Mr. Robison:Sandisk Corp • June 24th, 2014 • Computer storage devices
Fusion-io, Inc. (the “Company”) and SanDisk Corporation (“Buyer”) are currently in negotiations related to a possible transaction between the Company and the Buyer, involving the acquisition of 100% of the issued and outstanding fully-diluted shares of common stock of the Company (the “Potential Transaction”). In recognition of the time and effort that the Buyer may expend and the expenses that the Buyer may incur in pursuing these negotiations and in investigating the Company’s business, each of the Company and the Buyer, intending to be legally bound, agrees as set forth below in this letter (this “Exclusivity Letter”).
