Form of Warrants issued to existing stockholders



 Exhibit 4.6 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT. 

 
  

							
		  		  	 Number of Shares:  
	  	 
	 Date of Issuance:                      , 2001

	  		  	 (subject to adjustment)



ELLIE MAE, INC. 

Common Stock Purchase Warrant 

ELLIE MAE, INC. (the “Company”), for value received, hereby certifies that
                            , or its registered assigns (the “Registered Holder”), is
entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 5 below), up to
                                        
(                    ) shares (as adjusted from time to time pursuant to the provisions of this Warrant) of Common Stock of the Company
(“Common Stock”), at a purchase price of $1.00 per share. The shares of Common Stock purchasable upon exercise of this Warrant and the purchase price per share, as adjusted from time to time pursuant to the provisions of this
Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase Price,” respectively. 

This Warrant is issued pursuant to a Put Agreement dated February 27, 2001 between the Company and the Investors
identified therein (the “Put Agreement”) and is subject to the terms and conditions of the Put Agreement. 

1.     Exercise. 

(a)    Manner of Exercise. This Warrant may be exercised by the Registered
Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal
office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. The Purchase Price
may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder. 







 (b)      Effective Time of
Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a)
above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the
Warrant Stock represented by such certificates. 
 (c)      Net Issue
Exercise. 
 (i)    In lieu of exercising this Warrant as set forth in Section 1(a)
above, the Registered Holder may elect to receive Common Stock equal to the value of this Warrant (or the portion therof being canceled) by surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at
the principal office of the company in which event the Company shall issue to the Registered Holder a number of shares of Common Stock computed using the following formula: 

X = Y(A-B) 

A 
  

			
	 Where
	  	 X = The number of shares of Common Stock to be issued to the Registered Holder.

		
		  	 Y = The number of shares of Common Stock purchasable under this Warrant.

		
		  	 A = The fair market value of one share of such Common Stock.

		
		  	 B = The Warrant Price (as adjusted to the date of such calculations).



(ii)    For purposes of this Section 1(c), the “fair market value” of the Common Stock
shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the event the Warrant is exercised after the Company’s IPO, the fair market value per share shall be calculated on the basis of (a) if the
Common Stock is then traded on a securities exchange, the average of the closing prices of the Common Stock on such exchange over the 30-day period ending three (3) days prior to the date of exercise, (b) if the Common Stock is then regularly traded
over-the-counter, the average of the sale prices or secondarily the closing bid of the Common Stock over the 30-day period ending three (3) days prior to the date of exercise, or (c) if there is no active public market for the Common Stock, the fair
market value thereof as determined in good faith by the Board of Directors of the Company. 

(d)      Delivery to Registered Holder. As soon as practicable after
the exercise of this Warrant in whole or in part, and in any event within ten days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by
the Registered Holder of any applicable transfer taxes) may direct: 
 (i)    a certificate
or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and 

(ii)    in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of
like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number
of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above. 

2.     Adjustments. 

(a)      Stock Splits and Dividends. If outstanding shares of the
Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of
Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. 

(b)      Reclassification, Etc. In case of any reclassification or change of
the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or
after the date hereof, then and in each such case the Registered Holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to
receive, in lieu of the stock or other securities and property receivable upon the 
  

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exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such Registered Holder had
exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly
receivable upon the exercise of this Warrant after such consummation. 

(c)      Adjustment Certificate. When any adjustment is required to be
made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the
Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment. 

3.     Transfers. 

(a)      Unregistered Security. Each Registered Holder of this Warrant
acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant
or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect. 

(b)      Transferability. Subject to the provisions of
Section 3(a) hereof, the Put Agreement and the Fourth Amended and Restated Investors’ Rights Agreement dated as of May 1, 2000, as amended by Amendment No. 1 to the Fourth Amended and Restated Investors’ Rights Agreement
dated as of February 1, 2001, among the Company and certain holders of the Company’s securities, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in
the form of Exhibit B hereto) at the principal office of the Company 

(c)      Warrant Register. The Company will maintain a register containing the names
and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided,
however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered
Holder may change such Registered Holder’s address as shown on the Warrant register by written notice to the Company requesting such change. 

4.     No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, 
  

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avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of the Registered Holder of this Warrant against impairment. 

5.     Termination. This Warrant (and the right to purchase securities upon exercise
hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): (a)                 
    , 2011, or (b) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act. 

6.     Merger, Sale of Assets, etc. If at any time while this Warrant, or any permissible
portion thereof, is outstanding and unexpired there shall be (a) a merger or consolidation of the Company with or into another entity in which the Company is not the surviving entity, or (b) a sale or transfer of the Company’s
properties and assets as, or substantially as, an entirety to any other person, then, as a part of such merger, consolidation, sale or transfer, lawful provision shall be made so that the Registered Holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from
such merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such merger, consolidation, sale or transfer if this Warrant had been exercised immediately
before such merger, consolidation, sale or transfer. 
 7.     Notices of Certain
Transactions. In case: 
 (a)      the Company shall take a record
of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to
subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or 

(b)      of any capital reorganization of the Company, any reclassification of the capital
stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all
or substantially all of the assets of the Company, or 
 (c)      of the voluntary
or involuntary dissolution, liquidation or winding-up of the Company, 
 then, and in each such case, the Company will mail or
cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and

  

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character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up) are to be determined. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice. 

8.    Reservation of Stock. The Company will at all times reserve and keep
available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant. 

9.    Exchange of Warrants. Upon the surrender by the Registered Holder of any
Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the
Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered. 

10.    Replacement of Warrants. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement in an amount reasonably satisfactory to the Company, or (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 

11.    Notices. Any notice required or permitted by this Warrant shall be in
writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or
subsequently modified by written notice to the Registered Holder. 
 12.    No Rights
as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a shareholder of the Company. 

13.    No Fractional Shares. No fractional shares of Common Stock will be issued
in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the
date of exercise, as determined in accordance with the procedures set forth in Section 1(a) hereof. 
  

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 14.    Amendment or Waiver. Any
term of this Warrant may be amended or waived only by an instrument in writing signed by the party against which enforcement of the amendment or waiver is sought. 

15.    Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this Warrant. 

16.    Governing Law. This Warrant shall be governed, construed and interpreted in accordance
with the laws of the State of California, without giving effect to principles of conflicts of law. 
  

			
	ELLIE MAE, INC.
		
	 By:
	 	  

	 Name:
	 	 Sigmund Anderman

	 Title:
	 	 President and Chief Executive Officer




			
		
	Address:	 	Ellie Mae, Inc.
		 	4457 Willow Road
		 	Pleasanton, California 94588
		
	Facsimile:	 	(925) 227-9004


  

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