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.
SECOND MODIFICATION TO BUSINESS LOAN AGREEMENT AND MASTER REVOLVING NOTEBusiness Loan Agreement • 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.
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
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”).
FIRST MODIFICATION TO BUSINESS LOAN AGREEMENT AND MASTER REVOLVING NOTE AND WAIVERBusiness Loan Agreement • April 30th, 2010 • Ellie Mae Inc
This First Modification to Business Loan Agreement and Master Revolving Note and Waiver (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 May 15, 2008.
SAVVIS MASTER SERVICES AGREEMENT [NO DIGITAL CONTENT SERVICES MAY BE ORDERED UNDER THIS AGREEMENT]Master Services Agreement • April 30th, 2010 • Ellie Mae Inc • New York
THIS MATTER SERVICES AGREEMENT (this “Agreement” or “MSA”) is by and between SAVVIS Communications Corporation (“SAVVIS”) and Elite Mae Inc. (“Customer”) and is entered into as of this 15 day of Dec, 2006 (“Effective Date”). The undersigned parties have read and agree to the terms set forth in this Agreement, including any applicable Service Schedules attached hereto or as may be added hereto in the future. Capitalized terms on this signature page and in this Agreement are defined where they appear or in the “Definitions” section.
AMENDMENT AND WAIVER TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 30th, 2010 • Ellie Mae Inc • California
This Amendment and Waiver to Amended and Restated Investor Rights Agreement (the “Amendment”) is made and entered into effective March 31, 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. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 30th, 2010 • Ellie Mae Inc • California
This Amended and Restated Investors’ Rights Agreement is made and entered into as of December 21, 2005 by and among (a) Ellie Mae, Inc., a California corporation (the “Company”), (b) certain persons and entities who are holders of at least a majority of the outstanding Registrable Securities (as defined in Section 1 herein) whose names are set forth on signature pages hereto (collectively, the “Majority Holders”), and (c) the undersigned purchasers of Series H Preferred Stock of the Company (the “Purchasers”).
