MARKETO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Marketo, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • September 9th, 2013 • Marketo, Inc. • Services-prepackaged software • New York
Marketo, 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 and, at the election of the Underwriters, up to [·] 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, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [·] shares of Stock. The aggregate of [·] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [·] additional shares of Stock to be sold by the Company 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 collectively called
MARKETO, INC. MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • May 6th, 2016 • Marketo, Inc. • Services-prepackaged software • California
This Management Retention Agreement (the “Agreement”) is made and entered into by and between Brian Kinion (the “Executive”) and Marketo, Inc. (the “Company”), effective as of the Effective Date. Initially capitalized terms herein shall have the meanings set forth in Section 5 of this Agreement or in such other section as they are defined.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 21, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MARKETO, 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:
April 13, 2012 Srini Venkatesan Dear Srini, Marketo, Inc. the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER by and among MILESTONE HOLDCO, LLC MILESTONE MERGER SUB, INC. and MARKETO, INC. Dated as of May 27, 2016Merger Agreement • May 31st, 2016 • Marketo, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 27, 2016, by and among Milestone Holdco, LLC, a Delaware limited liability company ("Parent"), Milestone Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Marketo, 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.
MARKETO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 15, 2011Investors’ Rights Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of November 15, 2011, by and among Marketo, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and, collectively as the “Investors.”
MARKETO, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 3rd, 2014 • Marketo, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Marketo, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • California
This Non-Competition and Non-Solicitation Agreement (the “Agreement”) is being executed and delivered as of April 17, 2012 by Sanjay Dholakia (“Stockholder”) in favor and for the benefit of Marketo, Inc, a Delaware corporation (“Acquiror”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
OFFICE LEASE SAN MATEO BAYCENTER SAN MATEO BAYCENTER II SAN MATEO, CALIFORNIA Between CA-SAN MATEO BAYCENTER LIMITED PARTNERSHIP, a Delaware limited partnership as Landlord, and MARKETO, INC., a California corporation as TenantOffice Lease • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-SAN MATEO BAYCENTER LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and MARKETO, INC., a California corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit B-1 (Initial Landlord Work Plans); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit G (Asbestos Notification); Exhibit H (Potential Offering Space) and Exhibit I (HVAC Specifications).
April 5, 2011 Fred Ball Dear Fred: Marketo, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • California
May 7, 2008 William Binch Dear Bill: Marketo, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • April 2nd, 2013 • Marketo, Inc. • Services-prepackaged software • California
May 30, 2013 Brian Kinion Dear Brian: Marketo, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • May 6th, 2016 • Marketo, Inc. • Services-prepackaged software • California
MARKETO, INC. AMENDMENT TO MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • December 23rd, 2013 • Marketo, Inc. • Services-prepackaged software
This Amendment to Management Retention Agreement (this “Amendment”) is made and entered into by and between Frederick Ball (“Executive”) and Marketo, Inc. (the “Company”) as of November 13, 2013.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2014 • Marketo, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 5th day of May, 2014 (the “Second Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Marketo, Inc., a Delaware corporation (“Borrower”) whose address is 901 Mariner’s Blvd., Suite 200, San Mateo, CA 94404.
MARKETO, INC.Performance Share Agreement • February 11th, 2015 • Marketo, Inc. • Services-prepackaged software
Unless otherwise defined herein, the terms defined in the Marketo, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Share Agreement (the “Award Agreement”), which includes the Notice of Performance Share Grant, including Vesting Appendix A attached hereto (the “Notice of Grant”) and Terms and Conditions of Performance Share Grant, attached hereto as Exhibit A.
March 7, 2016 Bill Binch Dear Bill:Termination Agreement • March 7th, 2016 • Marketo, Inc. • Services-prepackaged software • California
This letter (the “Agreement”) sets forth the agreement between you and Marketo, Inc. (the “Company”) regarding the termination of your employment with the Company.
MARKETO, INC.Restricted Stock Unit Agreement • March 3rd, 2014 • Marketo, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Marketo, Inc. 2013 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
MARKETO, INC. SECOND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 6th, 2013 • Marketo, Inc. • Services-prepackaged software • California
THIS SECOND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of , 2013 by and among Marketo, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2013 • Marketo, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 6th day of June, 2013 (the “First Amendment Effective Date”), by and between Silicon Valley Bank (“Bank”) and Marketo, Inc., a Delaware corporation (“Borrower”) whose address is 901 Mariner’s Blvd., Suite 200, San Mateo, CA 94404.
MARKETO, INC. COMMON STOCK PURCHASE AGREEMENT May 3, 2013Common Stock Purchase Agreement • May 6th, 2013 • Marketo, Inc. • Services-prepackaged software • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the May 3, 2013, by and among Marketo, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
MARKETO, INC. FORM OF SECOND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 9th, 2013 • Marketo, Inc. • Services-prepackaged software • California
THIS SECOND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of May 22, 2013 by and among Marketo, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock.
August 15, 2013 Margo Smith VIA ELECTRONIC DELIVERY Dear Margo: Marketo, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • December 23rd, 2013 • Marketo, Inc. • Services-prepackaged software • California
MARKETO, INC. AMENDMENT TO MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • December 23rd, 2013 • Marketo, Inc. • Services-prepackaged software
This Amendment to Management Retention Agreement (this “Amendment”) is made and entered into by and between Phillip M. Fernandez (“Executive”) and Marketo, Inc. (the “Company”) as of November 13, 2013.
