FORM OF INDEMNIFICATION AGREEMENT (for Directors and Officers)Indemnification Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Eloqua, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
ContractWarrant Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Delaware
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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 15, 2009 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182 (“Bank”), and (b) ELOQUA LIMITED, a Delaware corporation (“U.S. Borrower”) and ELOQUA CORPORATION, a corporation organized under the laws of the Province of Ontario (“Canadian Borrower”) (hereinafter, U.S. Borrower and Canadian Borrower are jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Stockholders Agreement dated as of September 27, 2007 (the “Agreement”) by and among Eloqua Limited, a Delaware corporation (the “Company”), Eloqua Corporation, a corporation organized under the laws of the Province of Ontario and subsidiary of the Company (the “Subsidiary”), Gowlings Canada Inc. (the “Voting Trustee”), the purchasers (the “Purchasers”) listed on Schedule I attached hereto, Mark Organ, Harvey Organ, Abe Wagner and Steven Woods (the “Major Holders”), those other existing holders of Subsidiary Exchangeable Shares and securities in the Subsidiary or the Company (the “Subsidiary Holders”) listed on Schedule I attached hereto and any other parties who execute an Instrument of Adherence to this Agreement:
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Delaware
This Second Amended and Restated Investor Rights Agreement dated as of September 27, 2007 (the “Agreement”) by and among Eloqua Limited, a Delaware corporation (the “Company”), Eloqua Corporation, a corporation incorporated under the laws of the Province of Ontario, Canada and a subsidiary of the Company in which all voting shares of capital stock are held by the Company (“Eloqua Canada”), the holders of Series A Preferred Stock of the Company (the “Series A Investors”), the holders of Series B Preferred Stock of the Company (the “Series B Investors”) and the Purchasers (the “Series C Investors” and together with the Series A Investors and the Series B Investors, the “Investors”) listed on Schedule I to the Series C Convertible Preferred Stock Purchase Agreement dated as of the date hereof (the “Stock Purchase Agreement”):
ContractWarrant Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LEASE BETWEEN: 674951 ONTARIO LIMITED - and – ELOQUA CORPORATION GOODMAN AND CARR Suite 2300 200 King Street West Toronto, Ontario M5H 3W5Lease Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Ontario
