exv4w6






Exhibit 4.6




FORM OF COMMONSTOCK WARRANT



THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OR CONVERSION OF THIS WARRANT ARE
BEING OFFERED AND SOLD TO INVESTORS WHO ARE NOT U.S. PERSON (AS DEFINED IN REGULATIONS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATIONS
PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES ISSUABLE UPON THE EXERCISE OR CONVERSION OF THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS UNDER THE
SECURITIES ACT, PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.



TO:
[WARRANT HOLDER]



Subject to the terms and conditions contained herein,
and subject to your acceptance of the
foregoing by signing and returning this Agreement to Eloqua Limited upon the Effective Date, the
Board of Directors of Eloqua Limited (“Usco”) have resolved to grant to you a warrant to acquire
standard common stock in the capital of Usco.



You may purchase that number of shares of standard
common stock of Usco which is equal to
Eloqua-Canada Warrant (collectively, the “Shares”). The exercise price, vesting schedule and
expiration date for the Shares shall remain as set out in the Eloqua- Canada Warrant. In order to
exercise the warrants granted herein, you must execute the warrant subscription form attached
hereto as Exhibit I. Except as set out herein, and to the extent
necessary to give effect to the
terms and intent of this Warrant Exchange Agreement, (including without limitation to deem that all
references to Eloqua Corporation shall be deemed to be references to Eloqua Limited), your warrants
granted herein shall be governed by the terms of the Eloqua-Canada Warrant.



DATED this 21st
 day of July, 2006.




	 	 	 	 	 
	 	ELOQUA LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	Mark Organ 	 
	 	 	Title:  	President and CEO 	 
	 


TO: ELOQUA LIMITED



I.
[WARRANT HOLDER], accept the foregoing terms of grant of the warrant to acquire the Shares noted
above in the capital of Eloqua Limited and acknowledge and agree that the option granted to me
hereunder shall only be exercised in accordance with the warrant subscription form attached
hereto as Exhibit I.



DATED this                      day of                     , 2006.




	 	 	 

	Witness

	 	Signature of warrantholder
	 
	 	 
	 

	 	Print Name
	 
	 	 
	 

	 	Address






 









 






EXHIBIT I




ELOQUA LIMITED



WARRANT SUBSCRIPTION



To: The Secretary of Eloqua Limited (the “Company”)



Date: ______________________________



Re:           Financing Warrant Agreement



I refer to
the Warrant granted to me pursuant to a Financing Warrant Exchange Agreement dated
______ (the “Agreement”) wherein I was granted a warrant to subscribe for and purchase
____________
fully paid and non-assessable standard common stock in the capital of the Company.



In the exercise of my rights under the said Warrant, I hereby subscribe for ___ fully paid and non-assessable
Standard Common Stock in the capital of the Company at Canadian $ ___ per share payment for which in the
aggregate amount of Canadian $ ___ accompanies this subscription.



As a condition of exercising my Warrant, I hereby (a) agree to be bound as an Existing Stockholder
by the obligations, covenants, representations and warranties of the Stockholders Agreement of the
Company in effect at the time of such exercise and (b) have delivered a copy of the Stockholders
Agreement, or adherence thereto, duly executed by me, as an Existing Stockholder to the Company.



Will you please cause such shares to be registered as
follows:




	 	 	 

	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 





(Insert full name and address of purchaser including postal code)



and forward the relevant certificate or certificates to the registered holder at the address shown
above.




	 	 	 	 	 
	 	Yours very truly,

 	 
	 	  	 	 
	 	 	(Signature) 	 



	 	 	 	 	 
	 	  	 	 
	 	 	(Name of Warrantee - Please Print) 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	(Capacity - complete only if
other than 
 you (e.g. personal legal  representative or trustee)) 	 



 









 






	 	 	 	 	 



SCHEDULE A




ELOQUA-CANADA WARRANT GRANT




See Attached




 









 




THE SHARES REPRESENTED BY THIS FINANCING WARRANT AGREEMENT ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A SHAREHOLDERS AGREEMENT ARE NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF SAID SHAREHOLDERS AGREEMENT, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF
THE CORPORATION.




ELOQUA CORPORATION



FINANCING WARRANT AGREEMENT


This Financing Warrant Agreement 
is between [WARRANT HOLDER](“you”) and Eloqua Corporation (the
“Company”) this [DATE]



WHEREAS:





	A.	 	From time to time the Corporation has been without sufficient financial resources
to remunerate its employees and consultants.






	B.	 	You are an employee or consultant of the Corporation and have agreed to finance
the operations of the Corporation by forgoing a portion of your applicable salary
or fee, as the case may be (the “Employee Financing”).






	C.	 	In consideration of the Employee Financing the Corporation agreed to grant you
financing warrants to acquire Class A Common Shares in the capital stock of the
Corporation (the “Financing Warrants”) more particularly described herein.






	D.	 	Due to the inadvertence of the applicable parties the agreements in respect of the
Employee Financing and the Financing Warrants there exists no written
documentation of such agreements.






	E.	 	It is in the best interests of the Corporation to ratify and confirm the Employee
Financing and the grant of Financing Warrants.




NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency is hereby acknowledged, the parties hereto covenant and agree as follows:



1. Definitions. When used herein, the following terms shall have the following meanings:



(a) “Board” — means the Board of Directors of the Company.



(b) “Business Day” — means a day other than a Saturday, Sunday or any other day which is a
statutory holiday in the Province of Ontario.





 









 







(c) “Exchange” — means The Toronto Stock Exchange, the National Market System of the National
Association of Securities Dealers Automated Quotation System, the Canadian Venture Exchange or any
other stock exchange or quotation system on which the Class A Common Shares of the Company are
listed and posted for trading or quoted.



(d) “Exercise Notice” — means a subscription in writing in the form attached hereto as Schedule A
signed by you stating your intention to exercise a particular Warrant.



(e) “Exercise Price” — means the price as set forth in Section 2.1 at which a Share may be
purchased pursuant to the exercise of an Warrant.



(f) “Exercise Term” — means the period of time during which Warrants may be exercised.



(g) “Warrant” — means a right which may be granted to you pursuant to the terms of this Agreement
seven (7) years following the effective date of grant as set forth in Section 2.1.




(h)
“Take-over Bid” means an offer to acquire a majority of the issued and
outstanding shares of the Company made to any person or company or
group of persons
or companies or an offer to exchange a majority of such shares for
the shares of another
company pursuant to any amalgamation, merger or similar transaction.



2. Grant.



2.1. Grant: You are hereby granted
warrants to purchase [ ______ ] Class A Common Shares in the
capital of the Company at the exercise price set forth below and which warrants shall, in
accordance with Section 2.2, expire seven (7) years from the Effective Date of Grant. The warrants
set forth below are immediately exercisable:




	 	 	 	 	 	 	 	 	 
	Number of Warrants	 	Exercise Price
(per share)	 	 	Effective Date of Grant	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





 









 





2.2 Expiry. Your warrant may be exercised in whole or in part, at any time or from time to time,
for a period ending seven years from the effective date of grant set forth in Section 2.1.



2.3 Share Certificates. No share certificates representing such Class A Common Shares of
the Company shall be delivered until payment for the Class A Common Shares has been made in full.



     3. 
Exercise of Warrants. 



3.1 Payment of Exercise Price: The Exercise Price shall be fully paid in cash at the
time of exercise. No Shares shall be issued or transferred until full cash payment has been
received therefor. As soon as practicable after receipt of any completed and signed Exercise Notice
(attached hereto as Schedule A) and full payment, the Company shall deliver to you, a certificate
or certificates representing the acquired Shares.


3.2 Conditions of Exercise: Notwithstanding any other provision of this Agreement, as a
condition to the exercise of any Warrant, you agree to attorn to and become a party to any
shareholders’ agreement then in effect for the Company.



3.3 Exercise Upon Take-over: If a Take-over Bid is made, then, subject to any required
regulatory approvals, all of the Class A Common Shares of the Company that are subject to this
Warrant that have not vested shall immediately vest on the day prior to the Take-over Bid and the
following shall apply:





	 	(a)	 	The Company shall give you notice in writing (a “Take-over Bid Notice”), at
the time such Take-over Bid is made advising of the making of the Take-over Bid,
providing reasonable particulars of the Take-over Bid Notice and shall specify that
you may, at any time during the period commencing on the date of the Take-over Bid
Notice and ending on the date which is five days following the giving of the Take-over
Bid Notice, exercise all or any portion of any such Warrants then held by you.
	 
	 	(b)	 	If you wish to exercise any Warrants, such exercise shall be made in
accordance with Subsection 3.3; provided that, if necessary in order to permit you to
participate in the Take-over Bid, the Warrants so exercised shall be deemed to have
been exercised and the issuance of the Class A




 









 












	 	 	 	Common Shares of the Company issuable upon such exercise (such Class A Common
Shares of the Company being referred to in this Section 3.3 as the “Specified
Shares”) shall be deemed to have been issued, effective as of the first business
day immediately prior to the date on which the Takeover Bid was made.
	 
	 	(c)	 	If, upon the expiry of the Warrants exercise period specified in section
3.3(a) above, the Take-over Bid is completed and you did not, prior to the expiration
of such exercise period, exercise the entire or any portion of the Warrants, then,
as of and from the expiry of such exercise period, you shall cease to have any
further right to exercise such Warrants, in whole or in part, and each such Warrant
shall be deemed to have expired and shall be null and void.
	 
	 	(d)	 	If:






	 	(i)	 	the Take-over Bid is not completed, or
	 
	 	(ii)	 	all or a portion of the Specified Shares tendered by you
pursuant to the Take-over Bid are not purchased by the offeror in respect
thereof,






	 	 	 	the Specified Shares shall be returned by you to the Company and either cancelled
or reinstated as authorized but unissued Shares, and the terms set forth in this
Section 3.3 shall again apply to the Warrants (or remaining portion thereof, as
the case may be) pursuant to which the Specified Shares were purchased.
	 
	 	(e)	 	If any Specified Shares are returned to the Company pursuant to Subsection
3.3 above, the Company shall refund the applicable purchase price (without interest)
to you in respect of such Specified Shares.
	 
	 	(f)	 	In no event shall you be entitled to sell or otherwise dispose of the
Specified Shares otherwise than pursuant to the Take-over Bid.




4. Adjustments for Corporate Changes.



4.1 General: The existence of any Warrants shall not affect in any way the right or power
of the Company or its shareholders to make or authorize any adjustment, recapitalization,
reorganization or any other change in the Company’s capital structure or its business, or any
amalgamation, combination, merger or consolidation involving the Company or to create or issue any
bonds, debentures, shares of any class or other securities of the Company or the rights and
conditions attaching thereto or to effect the dissolution or liquidation of the Company or any sale
or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of similar character or otherwise.





 









 





4.2 Reorganization of Company’s Capital: Should the Company effect a subdivision or
consolidation of shares or any similar capital reorganization or a payment of a stock dividend
(other than a stock dividend which is in lieu of a cash dividend), or should any other change be
made in the capitalization of the Company which, in the opinion of the Board, acting reasonably,
would warrant an adjustment to the number of Shares which may be acquired on the exercise of any
outstanding Warrants and/or an adjustment to the Exercise Price thereof in order to preserve
proportionately your rights and obligations, such adjustment shall be made as may be equitable and
appropriate to that end.



4.3 Other Events Affecting the Company: In the event of an amalgamation, combination,
merger or other reorganization involving the Company, by exchange of shares of any class, by sale
or lease of assets, or otherwise, which in the opinion of the Board, acting reasonably, warrants an
adjustment to the number of Shares which may be acquired on the exercise of any outstanding
Warrants and/or an adjustment to the Exercise Price thereof in order to preserve proportionately
your rights and obligations, such adjustments shall be made as may be equitable and appropriate to
that end.



4.4 Immediate Exercise of Warrants: Where the Board determines, acting reasonably, that the
adjustments provided for in Sections 4.2 and 4.3 would not preserve proportionately your rights and
obligations in the circumstances or otherwise determines that it is appropriate, the Board may
permit the immediate exercise of any outstanding Warrants which are not otherwise exercisable.



4.5 Issue by Company of Additional Shares: Except as expressly provided in this Section 4,
the issue by the Company of shares of any class, or securities convertible into shares of any
class, for money, services or property either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into
such shares or securities, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of Shares which may be acquired on the exercise of any outstanding Warrants
or the Exercise Price under such Warrants.



5. Notices.




5.1 Notice to you: Any payment, notice, statement, certificate or other
instrument required or permitted to be given to you shall be given by:




	 	(i)	 	delivering it personally to you or to the person claiming or deriving rights
through him or her, as the case may be; or
	 
	 	(ii)	 	mailing it postage paid (provided that the postal service is then in
operation) or delivering it to the address which is maintained for you in
the Company’s records.





5.2 Notice to the Company: Any payment, notice, statement, certificate or
instrument required or permitted to be given to the Company shall be given by mailing it



 









 





postage prepaid (provided that the postal service is then in operation) or delivering it to the
Company at the following address:



Eloqua
Corporation 
 301-119 Spadina Avenue 
Toronto, ON M5V 2L1



Attention: Mark A. Organ

Facsimile: (416) 864-1881




5.3 Demand Receipt. Any payment, notice, statement, certificate or other instrument
referred to in subsection 5.2 hereof, if delivered, shall be deemed to have been given or delivered
on the date on which it was delivered or, if mailed (provided that the postal service is then in
operation), shall be deemed to have been given or delivered on the fourth Business Day following
the date on which it was mailed.


6. No Transfer.




     The Warrants evidenced by this Warrant Certificate may not be transferred.


7. Securities Laws.




     This Warrant Certificate and the Warrants represented hereby have not been and may not be
qualified for sale under the securities laws of any province of territory of Canada or in the
United States of America, its territories or possessions, any State of the United Sates or the
District of Columbia (the “United States”). Accordingly,
this Warrant Certificate and the Warrants
may not be distributed in any province or territory of Canada or to, or for the benefit of, any
resident thereof or in the United States or to, or for the benefit of, any resident or national
thereof in contravention of the laws of any such jurisdiction. Compliance with the
securities laws of any jurisdiction is the responsibility of the Warrantholder.


8. General.



8.1 Your Rights: You shall not have any rights as a shareholder of the Company in respect
of Shares issuable on the exercise of rights to acquire Shares under
any Warrant until the allotment
and issuance to you of certificates representing such Shares.



8.2
Indemnification: Every director of the Company shall at all
times be indemnified and saved
harmless by you from and against all costs, charges and expenses whatsoeve including any income tax
liability arising from any such indemnification, which such director may sustain or incur by reason
of any action, suit or proceeding, proceeded or threatened against the director,
otherwise than by the Company, for or in respect of any act done or omitted by the director in
respect of this Agreement, such costs, charges and expenses to include any amount paid to settle
such action, suit or proceeding or in satisfaction of any judgment rendered therein.





 









 





8.3 Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement shall be
binding upon you and the Corporation and your respective heirs, executors, administrators,
successors and assigns.



8.4 No Encumbrances: You agree that by entering into this Agreement, you hereby covenant
and agree that you shall not directly or indirectly in any manner whatsoever, sell, transfer,
assign, mortgage, charge, pledge, grant security interest in or otherwise dispose of or encumber all
or any part of the Warrants granted to you by this Warrant Agreement and you hereby irrevocably and
unconditionally nominate, constitute and appoint the Company as your attorney with full power of
substitution in accordance with the Powers of Attorney Act (Ontario), and the Substitute Decisions
Act (Ontario) for the purpose of all matters required by and relating to this Agreement. In
accordance with the Powers of Attorney Act (Ontario), you hereby agree, acknowledge and declare
that this power of attorney may be exercised during any subsequent legal incapacity.



8.5 Entire Agreement: You acknowledge and agree that the warrants granted to you by the
Company under this Agreement and the warrants granted to you pursuant
to the warrant dated [DATE] issued to you by the Company (the
“January Warrant”) are the only warrants issued or granted
to you as of [DATE] This Agreement and the January Warrant contains the entire agreement with
respect to any warrants granted to you by the Company on or prior to
[DATE] and this Agreement and
the January Warrant supercede any prior written undertaking or agreement with respect to the
issuance or granting of warrants on or prior to [DATE] and there are no other warranties,
representations or agreements between you and the Company relating to the issuance or granting of
warrants except as set forth herein and in the January Warrant.



IN WITNESS
WHEREOF the parties hereto have signed this Agreement.




	 	 	 	 	 
	 	ELOQUA CORPORATION

 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 

	 

	 	I have authority to bind the Corporation




	 
	Witness

	 	Name






 









 






SCHEDULE A




     (i) ELOQUA CORPORATION



     (ii) WARRANT SUBSCRIPTION


To:     The Secretary of Eloqua Corporation



Date:    ____________



Re:      Financing Warrant Agreement



I refer to the Warrant granted to me on ______,__, pursuant to a Financing
Warrant Agreement dated ______ (the “Agreement”) wherein I was
granted a warrant to subscribe for and purchase fully paid and non-assessable _______ Shares in the
capital of Eloqua Corporation (the “Company”).



In the exercise of my rights under the said Warrant,
I hereby subscribe for ___ fully
paid and non-assessable Class A Common Shares in the capital of the Company at
Canadian $ _____ per share payment for which in the aggregate amount of Canadian
$ _____ accompanies this subscription.



I acknowledge that upon exercise of any options granted to me
pursuant to the Agreement I shall be
required to (and I agree that I shall) become bound by the terms of the shareholders’ agreement
then in effect with respect to the Company.



Will you please cause such shares to be registered as follows:




	 	 	 

	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 





(Insert full name and address of purchaser including postal code)



and forward the relevant certificate or certificates to the registered holder at the address shown
above.




	 	 	 	 	 
	 	Yours very truly,

 	 
	 	  	
 	 
	 	 	(Signature) 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	(Name of Warrantee - Please Print) 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	(Capacity - complete only if other than you (e.g. 	 
	 	 	personal legal representative or trustee))