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Exhibit 10.18  


 
 

THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT    
    



        THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, made this 18th day of June, 2004, by and among (i) EqualLogic, Inc., a Delaware corporation (the
"Company"), (ii) holders of Series A Convertible Preferred Stock, Common Stock or options to acquire Common Stock whose names are set forth under the heading "Holders" on  Schedule I
hereto, and each person who shall, pursuant to Section 5.2(i) of that certain Third Amended and Restated Investor Rights
Agreement, dated as of the date hereof by and among the Company and the other parties thereto (the "Investor Rights Agreement"), join in and become a party to this Agreement by executing and
delivering to the Company an Instrument of Accession in the form of Schedule II hereto (the persons described in this clause (ii) being
referred to collectively as the "Holders" and singularly as a "Holder") and (iii) those persons whose names are set forth under the heading "Investors" on  Schedule I hereto (collectively, the
"Investors"). 


WITNESSETH:



        WHEREAS,
the Company, the Holders and certain of the Investors entered into that certain Second Amended and Restated Stockholders Agreement, dated as of December 17, 2003 (the
"Prior Stockholders Agreement"); 


        WHEREAS,
the undersigned, being (i) the Company, (ii) Holders holding a majority of the Shares subject to the Prior Stockholders Agreement and (iii) Investors party
to the Prior Stockholders Agreement holding a majority of the shares of Series B Preferred Stock and Series B-1 Preferred Stock (each as defined below) held by such
Investors, desire to amend and restate the Prior Stockholders Agreement in the form set forth herein; 


        WHEREAS,
(A) certain of the Investors own (i) shares of the Company's Series A Convertible Preferred Stock, $.01 par value per share, (ii) shares of the
Company's Series A-1 Convertible Preferred Stock, $.01 par value per share (together with the Series A Convertible Preferred Stock, the "Series A Preferred Stock"),
(iii) shares of the Company's Series B Convertible Preferred Stock, $.01 par
value per share, and (iv) shares of the Company's Series B-1 Convertible Preferred Stock, $.01 par value per share (together with the Series B Convertible Preferred
Stock, the "Series B Preferred Stock"), and (B) certain of the Investors are acquiring simultaneously herewith an aggregate of up to 36,710,720 shares of the Company's Series C
Convertible Preferred Stock, par value $.01 per share (the "Series C Preferred Stock" and collectively with the Series B Preferred Stock and the Series A Preferred Stock, the
"Preferred Stock") pursuant to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of the date hereof, by and among certain of the Investors and the Company (the
"Purchase Agreement"); 


        WHEREAS,
the Holders currently own all of the outstanding shares of the Common Stock, par value $.01 per share (the "Common Stock"), of the Company which are subject to this Agreement;
and 


        WHEREAS,
the Company, the Investors and the Holders believe that it is in the best interest of the Company, the Investors and the Holders to make provision for the future disposition of
certain securities of the Company and other matters relating to the governance of the Company. 


        NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company, the Holders and the Investors agree as follows: 


        1.    Prohibited Transfers.    The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose
of, by gift or otherwise, or in any way encumber, all or any part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of this Agreement. For purposes of this
Agreement, the term "Shares" shall mean and include all shares of Common Stock and Series A Preferred Stock of the Company owned by the Holders, whether presently held or hereafter acquired.
The Company shall not transfer on its books any shares of its capital stock which 







 



are
subject to this Agreement unless the provisions hereof have been complied with in full. Any purported transfer by a Holder of Shares without full compliance with the provisions of this Agreement
shall be null and void. 


        2.    Right of First Refusal on Dispositions by the Holders.    If at any time any of Peter C. Hayden,
G. Paul Koning or Paula Long (collectively, the "Founders"), or any other Holder, or any other person who shall, pursuant to Section 5.2(i) of the Investor Rights Agreement,
become a Holder hereunder (the "Selling Shareholder") wishes to sell, assign, transfer or otherwise dispose of any or all Shares owned
by him pursuant to the terms of a bona fide offer received from a third party (the "Purchaser"), the Selling Shareholder shall submit a written offer to sell such Shares to the Company and to each
Investor who together with such Investor's Affiliates (as defined below) holds at least 3,000,000 shares of Series B-1 Preferred Stock and/or Series C Preferred Stock (as
adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events) ("Qualified Investors") on terms and conditions, including price, not less favorable to the
Company than those on which the Selling Shareholder proposes to sell such Shares to the Purchaser (the "Offer"). The Offer shall disclose the identity of the Purchaser, the Shares proposed to be sold
or transferred, the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. Within fifteen (15) days after receipt of the Offer,
the Company shall give notice to the Selling Shareholder and each Qualified Investor of its intent to purchase all or any portion of the offered Shares on the same terms and conditions as set forth in
the Offer. If, for any reason whatsoever, the Company shall not exercise its right to purchase all of the offered Shares as provided herein, then each of the Qualified Investors shall have the right
to purchase, on the same terms and conditions set forth in the Offer, that portion of the offered Shares which the Company shall not have agreed to purchase from the Selling Shareholder (all such
remaining shares being referred to as the "Remaining Offered Shares") to be determined in the manner set forth herein. Each Qualified Investor shall have the right to purchase that number of the
Remaining Offered Shares as shall be equal to the aggregate Remaining Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Stock (as defined in Section 5
below) of the Company then owned by such Qualified Investor and such Investor's Affiliates and the denominator of which is the aggregate number of shares of said Stock then issued and outstanding and
held by all the Qualified Investors and their Affiliates. The amount of Shares each Qualified Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this
Section 2 shall be referred to as such Qualified Investor's "Pro Rata Fraction." Each Qualified Investor shall have the right to transfer his right to any Pro Rata Fraction or part thereof to
any Qualified Transferee. In the event a Qualified Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Qualified Investors who so elect shall have
the right to purchase, on a pro rata basis with any other Qualified Investors who so elect, any Pro Rata Fraction not purchased by a Qualified Investor
or Qualified Transferee. Each Qualified Investor shall act upon the Offer as soon as practicable after receipt from the Company of notice that it has not elected to purchase all of the offered Shares,
and in all events within fifteen (15) days after receipt thereof. Each Qualified Investor shall have the right to accept the Offer as to all or part of the Remaining Offered Shares offered
thereby. In the event that a Qualified Investor shall elect to purchase all or part of the Remaining Offered Shares covered by the Offer, said Qualified Investor shall individually communicate in
writing such election to purchase to the Selling Shareholder, which communication shall be delivered by hand or mailed to the Selling Shareholder at the address set forth in Section 7 below and
shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby. 


        In
the event that the Company and the Qualified Investors, taken together, do not purchase all of the Shares offered by a Selling Shareholder pursuant to and within
forty-five (45) days after the Offer, each such agreement to purchase the Shares shall be deemed null and void, and such Shares may be sold by the Selling Shareholder to the
Purchaser at any time within 90 days after the expiration of the Offer, but subject to the provisions of Section 3 below. Any such sale shall be at not less than the price 


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and
upon other terms and conditions, if any, not more favorable to the Purchaser than those specified in the Offer. Any Shares not sold within such 90-day period shall continue to be
subject to the requirements of a prior offer and re-sale pursuant to this Section. 


        For
purposes of this Section 2, a "Qualified Transferee" of a Qualified Investor shall mean any person (i) who is a Qualified Investor, (ii) who is an Affiliate of a
Qualified Investor, (iii) who is a partner of a Qualified Investor, or (iv) who acquires at least 100,000 shares of Series B-1 Preferred Stock and/or Series C
Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events); provided, that with respect to subsection (iv) of this paragraph,
such acquisition is subject to the majority approval of the disinterested members of the Board of Directors of the Company. For purposes of this Agreement, an "Affiliate" shall mean with respect to
any person, any person which directly or indirectly controls, is controlled by or is under common control with such person, including without limitation, any partner, officer, director or member or
employee of such person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company
with such person. 


        3.    Co-Sale Rights.    In the event that the Company and the Qualified Investors, taken together, do not
purchase all of the Shares offered by the Selling Shareholder pursuant to and within forty-five (45) days after the Offer, then each Qualified Investor shall have the right to
require, as a condition to the sale or disposition by the Selling Shareholder to the Purchaser, that the Purchaser purchase from said Qualified Investor at the same price per Share and on the same
terms and conditions as involved in such sale or disposition by the Selling Shareholder. The number of shares of Stock that each Qualified Investor shall be entitled to sell to the Purchaser shall be
determined by multiplying the number of Shares to be purchased by the Purchaser times a fraction, the numerator of which shall be the number of shares of Stock (on an as converted basis) owned by the
Qualified Investor and its Affiliates and the denominator of which shall equal the number of shares of Stock (on an as converted basis) owned by the Selling Shareholder and his or its Affiliates and
all the Qualified Investors and their Affiliates. Each Qualified Investor wishing so to participate in any such sale or disposition shall notify the Selling Shareholder of such intention as soon as
practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt thereof. In the event that a Qualified Investor shall elect to
participate in such sale or disposition, said Qualified Investor shall individually communicate such election to the Selling Shareholder, which communication shall be delivered by hand or mailed to
the Selling Shareholder at the address set forth in Section 7 below. The Selling Shareholder and/or each participating Qualified Investor shall sell to the Purchaser all, or at the option of
the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally
offered. The Selling Shareholder shall use his or its best efforts to obtain the agreement of the Purchaser to the participation of the participating Qualified Investors in the
contemplated sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Qualified Investors to participate pursuant to the terms of this
Section 3. 


        4.    Permitted Transfers.    




          (i)  Anything
herein to the contrary notwithstanding, the provisions of Sections 1, 2 and 3 shall not apply to: (a) any transfer of Shares by a Holder by gift or
bequest or through inheritance to, or for the benefit of, any member or members of his or her immediate family (which shall include any spouse, lineal ancestor or descendant or sibling) or to a trust,
partnership or limited liability company for the benefit of such members, for estate planning purposes; (b) any transfer of Shares by a Holder for estate planning purposes to a trust in respect
of which he or she serves as trustee, provided that the trust instrument governing said trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the voting and
disposition of said Shares until the termination of this Agreement; (c) any sale of 




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Common
Stock in a public offering pursuant to a registration statement filed by the Company with the Securities and Exchange Commission; and (d) any repurchase of shares of Common Stock from
officers, employees, directors or consultants of the Company which are subject to restrictive stock purchase agreements under which the Company has the option to repurchase such shares upon the
occurrence of certain events, including termination of employment. 


         (ii)  In
the event of any such transfer, other than pursuant to subsection (i)(c) of this Section 4, the transferee of the Shares shall hold the Shares so acquired
with all the rights conferred by, and subject to all the restrictions imposed by this Agreement, and as a condition to such transfer, each such transferee shall execute and deliver an Instrument of
Accession in the form of Schedule II agreeing to be bound by the provisions of this Agreement. 





        5.    Board Matters.    



        (a)    Election of Directors.    Each of the parties hereto agrees to vote all of the Stock (as defined below) of the
Company now owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and the Company agrees to take all
actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of Directors of the Company, to the extent permitted pursuant to the
Company's certificate of incorporation, the following: 



          (i)  one
(1) person designated by the parties hereto holding a majority of the outstanding shares of Common Stock held by the parties hereto, who shall be Peter C.
Hayden, at all times so long as he remains an employee of the Company; 


         (ii)  the
Chief Executive Officer ("CEO") of the Company, who shall initially be John J. Boyle III; 



        (iii)  one
(1) person designated by Charles River Partners XI, L.P. ("CRP"), who shall initially be Chris Baldwin, provided that CRP shall maintain this right so long
as it continues to hold 20% or more of the shares of any series of Preferred Stock originally issued to it; 


        (iv)  one
(1) person designated by Sigma Partners, L.P. ("Sigma"), who shall initially be Greg Gretsch, provided that Sigma shall maintain this right so long as it
continues to hold 20% or more of the shares of Series A Preferred Stock originally issued to it; 


         (v)  one
(1) person designated by Toronto Dominion Capital (U.S.A.), Inc. ("TD Capital"), who shall initially be Elliot Swan, provided that TD Capital shall
maintain this right so long as it continues to hold 20% or more of any series of Preferred Stock originally issued to it; and 


        (vi)  two
(2) persons who shall be designated by the parties hereto holding a majority of the Stock (on an as-converted basis) held by the parties hereto,
one of whom shall initially be Michael Brown. 





        The
directors elected pursuant to clauses (iii), (iv) and (v) are sometimes referred to as the "Investor Directors." 



        Each
of the parties further covenants and agrees to vote, to the extent possible, all shares of Stock of the Company now owned or hereafter acquired by such party so that the Company's
Board of Directors shall consist of seven (7) members. For the purposes of this Agreement, "Stock" shall mean and include all Preferred Stock and all shares of Common Stock, and all other
securities of the Company which may be exchangeable for, convertible into or issued in exchange for or in respect of shares of Common Stock (whether by way of stock split, stock dividends,
combination, reclassification, reorganization or any other means). 


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        In
the absence of any designation from the persons or groups so designating directors as specified above, the director previously designated by them and then serving shall be reelected
if still eligible to serve as provided herein. 


        No
party hereto shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless (i) such member acts in bad faith or commits
willful misconduct or (ii) the persons or groups so designating directors as specified above so vote, and, if such persons or groups so vote then the non-designating party or
parties shall likewise so vote. 


        Any
vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Section 5 shall be filled by another person
designated in a manner so as to preserve the constituency of the Board as provided above. 



        (b)    Loss of Right to Designate a Director.    The right of an Investor that becomes a Non-Participating
Holder (as defined below) to designate an Investor Director shall automatically terminate upon the closing of a Qualified Financing (as defined below). A Qualified Financing shall mean a sale by the
Company of Offered Securities (as defined in the Investor Rights Agreement) in a financing which is designated by the Company's Board of Directors and a majority of the Investor Directors as a
Qualified Financing. A "Non-Participating Holder" shall mean a Qualified Purchaser (as defined in the Investor Rights Agreement) who fails to purchase his or its Basic Amount (as defined
in the Investor Rights Agreement) of Offered Securities (as defined in the Investor Rights Agreement) in a Qualified Financing. Each time the right of an Investor to designate an Investor Director
terminates pursuant to this section (b), the size of the Board of Directors shall be reduced by one member. 


        (c)    Approval of the Board of Directors.    The approval of a majority of the Board of Directors then in office
shall be required for the Company to (a) make loans or advances to employees, except as in the ordinary course of business as part of travel advances or salary advances (promissory notes for
purchase of shares permitted); (b) make guarantees, except in the ordinary course of business; (c) own or permit any subsidiary to own any stock or other securities of any other
corporation, partnership or entity unless it is wholly owned by the Company; (d) incur any debt security, or debt that is secured by any assets of the Company (other than sale
lease-back types of credit); (e) make investments in, or loans to, any third parties; (f) sell, transfer, license, pledge, or encumber technology or intellectual property,
other than licenses granted in the ordinary course of business; or (g) make any acquisitions (provided, that acquisitions shall not include capital expenditures which are subject to the
provisions of the Investor Rights Agreement). 


        (d)    TD Capital and Focus Ventures Observer.    Each of TD Capital and Focus Ventures II, L.P. shall have the right
to have one representative (each, an "Observer") observe each meeting of the Board of Directors in a nonvoting capacity. The Company shall distribute information and make available to the Observer at
the same time and manner that such information is distributed or made available to members of the Board of Directors. Each of TD Capital and Focus Ventures II, L.P. acknowledges that from time to time
there may be discussions at meetings of the Board of Directors of the Company which, in the Board's unanimous judgment, (a) may pertain to matters of a highly confidential nature,
(b) could involve a conflict of interest between the Company and TD Capital or the Company and Focus Ventures II, L.P., as applicable, or (c) could involve the discussion of information
which could otherwise be subject to the attorney-client privilege, and that the Observer may be excluded from, and will not be entitled to receive information from the Board with respect to any
portions of any Board meeting for which a condition described in clauses (a), (b) or (c) of this sentence applies. In the event that the Observer does not recuse himself from a meeting
of the Board of Directors of the Company when (a) matters of a highly confidential nature are to be discussed, (b) a potential conflict of interest between the Company and TD or the
Company and Focus Ventures II, L.P., as applicable, exists or (c) the information to 



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be
presented at such meeting could otherwise be subject to the attorney-client privilege, then the Board of Directors may enter into executive session without the Observer present. 




        5A.    Provisions Relating to the Company's Qualified Public Offering.    The Company agrees that, subject to any
applicable legal or regulatory requirements and the rights of the managing underwriters to reasonably determine otherwise, in connection with a Qualified Public Offering (as defined below), the
Company shall use reasonable best efforts to cause up to seven and one-half percent (7.5%) of the aggregate Common Stock to be sold in such offering to be allocated to a "directed shares"
or "friends of the Company" pool or program, which shall be allocated (i) two-thirds to purchasers designated by the officers of the Company (the "Company Directed Share
Recipients") and (ii) one-third (the "Investor Directed Shares") to purchasers designated by the Investors (the "Investor Directed Share Recipients"). The number of Investor
Directed Shares allocated to an Investor for allocation to such Investor's Directed Share Recipients shall be determined immediately prior to the Qualified Public Offering and shall be on a pro rata
basis. For purposes of determining each Investor's pro rata share under this Section 5A, such pro rata share shall be the ratio of the Stock held by such Investor to all Stock held by all
Investors. 


        6.    Termination.    This Agreement, and the respective rights and obligations of the parties hereto, shall terminate
upon the earliest to occur of the following: (i) the completion of a fully underwritten, firm commitment public offering pursuant to an effective registration under the Securities Act of 1933,
as amended (the "Securities Act"), covering the initial public offering by the Company of its Common Stock resulting in net proceeds to the Company of at least $30,000,000 (after deducting all
underwriting discounts and commissions), at a price to the public of at least $2.00 per share (as adjusted for stock splits, stock dividends, recapitalizations and similar events) (a "Qualified Public
Offering"); or (ii) a (a) a merger or consolidation in which (i) the Company is a constituent party, or (ii) a Company subsidiary is a constituent party and the Company
issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a Company subsidiary in which the holders of capital stock
of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation more
than 50% by voting power of the capital stock of or ownership interest in (A) the surviving or resulting entity or (B) if the surviving or resulting entity is a wholly owned subsidiary
of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity; or (b) the sale, in a single transaction or series of related
transactions, (i) by the Company of all or substantially all the assets of the Company (except where such sale is to a wholly owned subsidiary of the Company) or (ii) by the stockholders
of the Company of more than 80% by voting power of the then-outstanding capital stock of the Company. 



        7.    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed to have been
given when delivered or mailed by first class, registered or certified mail (air mail if to or from outside the United States), return receipt requested, postage prepaid, if to each Holder at his
respective address set forth on Schedule I hereto or on the Instrument of Accession pursuant to which he became a party to this Agreement, and if to the Investors, at their respective addresses
set forth on Schedule I hereto or to such other address as the addressee shall have furnished to the other parties hereto in the manner prescribed by this Section 7. 



        8.    Lock-up Agreement.    Each of the Holders hereby agrees in connection with a Qualified Public
Offering, upon the request of the principal underwriter managing the offering, not to sell publicly any shares of Stock now owned or hereafter acquired by him and subject to this Agreement without the
prior written consent of such underwriter for a period of time (not to exceed one hundred eighty (180) days) from the consummation of such offering as the underwriter may specify. 


        9.    Failure to Deliver Shares.    If a Selling Shareholder becomes obligated to sell any Shares owned by, or held
for the benefit of, such Selling Shareholder to a Qualified Investor or a Qualified 


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Transferee
under this Agreement and fails to deliver such shares in accordance with the terms of this Agreement, such Qualified Investor may, at its option, in addition to all other remedies it may
have, send to the Company for the benefit of such Selling Stockholder the purchase price for such Shares as is herein specified. Thereupon, the Company upon written notice to said Selling Shareholder,
(a) shall cancel on its books the certificate(s) representing the Shares to be sold and (b) shall issue, in lieu thereof, in the name of such Qualified Investor, a new certificate(s)
representing such Shares, and thereupon all of said Selling Shareholder's rights in and to such shares shall terminate. The Company may exercise a similar remedy in enforcing its rights under
Section 2. If a Selling Shareholder transfers any shares to a Purchaser in violation of this Agreement, the Company may, at the election of a majority of the disinterested members of the Board
of Directors, cancel on the books of the Company any shares of capital stock then held by such Selling Shareholder, and any such breaching Selling Shareholder agrees to purchase from the Purchasers
and any transferee a number of shares of capital stock equal to the amount so transferred in violation of this Agreement. 



        10.    Specific Performance.    The rights of the parties under this Agreement are unique and, accordingly, the
parties shall, in addition to such other remedies as may be available to any of them at law or in equity,
have the right to enforce their rights hereunder by actions for specific performance to the extent permitted by law. 


        11.    Legend.    The certificates representing the Shares shall bear on their face a legend indicating the existence
of the restrictions imposed hereby. 


        12.    Amendment of the Prior Stockholders Agreement.    The Company, the Holders holding at least a majority of the
Shares subject to the Prior Stockholders Agreement and the Investors holding a majority in interest of the shares of Series B Preferred Stock and Series B-1 Preferred Stock
held by the Investors party to the Prior Stockholders Agreement hereby agree that, as of the date of this Agreement, (i) the Prior Stockholders Agreement is hereby amended in its entirety by
this Agreement, (ii) the provisions of the Prior Stockholders Agreement shall no longer be of any force or effect and (iii) this Agreement constitutes the only agreement, contract or
understanding among the Investors, the Holders and the Company relating to all or part of the subject matter of this Agreement. 


        13.    Waivers and Further Agreements.    Any of the provisions of this Agreement may be waived by an instrument in
writing executed and delivered by Investors holding at least a majority of the shares of Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred
Stock then held or deemed to be held by all Investors, voting together as a single class. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further
action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver approved in accordance herewith shall be
effective if and to the extent that such waiver grants to any one or more Investors any rights more favorable than any rights granted to all other Investors or otherwise treats any one or more
Investors differently than all other Investors. 


        14.    Amendments.    Except as otherwise expressly provided herein, this Agreement may not be amended except by an
instrument in writing executed by (i) the Company, (ii) Investors holding at least a majority of the shares of Series B Preferred Stock, Series B-1 Preferred
Stock and Series C Preferred Stock then held or deemed to be held by all Investors, voting together as a single class, and (iii) Holders then employed by the Company holding a majority
of the Shares held by Holders then employed by the Company. Notwithstanding the foregoing, (i) no amendment approved in accordance with this Section 14 shall be effective as to any
Investor unless such amendment applies to all Investors in the same fashion, (ii) Section 5(a)(iii) may not be amended without the express written consent of 


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CRP,
(iii) Section 5(a)(iv) may not be amended without the express written consent of Sigma and (iv) Sections 5(a)(v) and 5(d) may not be amended without the express
written consent of TD Capital. 


        15.    Assignment; Successors and Assigns.    This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, legal representatives, successors and permitted transferees, except as may be expressly provided otherwise herein. 



        16.    Severability.    In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and
unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 


        17.    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 


        18.    Section Headings.    The headings contained in this Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement. 


        19.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the General
Corporation Law of the State of Delaware (without reference to the conflicts of law provisions thereof), and any issues outside the scope of such laws shall be governed by the internal laws of the
Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof). 


[Remainder
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        IN WITNESS WHEREOF, the undersigned have executed this Stockholders Agreement as a sealed instrument as of the day and year first above written. 



	

 	
 	
COMPANY:
	

 	
 	
EQUALLOGIC, INC.
	

 	
 	
By:	
 	

/s/  PAUL M. BERNARD      
 Name: Paul M. Bernard

Title: Chief Financial Officer
	

 	
 	
PURCHASERS:
	

 	
 	
FOCUS VENTURES II, L.P.
	

 	
 	
By:	
 	

/s/  GEORGE H. BISCHOF      
 Name: George H. Bischof

Title: General Partner
	

 	
 	

Address:	
 	

525 University Avenue

Suite 1400

Palo Alto, CA 94301
	

 	
 	
FOCUS VENTURES INVESTORS II QP, L.P.
	

 	
 	
By:	
 	

/s/  GEORGE H. BISCHOF      
 Name: George H. Bischof

Title: General Partner
	

 	
 	

Address:	
 	

525 University Avenue

Suite 1400

Palo Alto, CA 94301
	

 	
 	
FOCUS VENTURES INVESTORS II A, L.P.
	

 	
 	
By:	
 	

/s/  GEORGE H. BISCHOF      
 Name: George H. Bischof

Title: General Partner
	

 	
 	

Address:	
 	

525 University Avenue

Suite 1400

Palo Alto, CA 94301
	 	 	 	 	 	 	 





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	 	 	CHARLES RIVER PARTNERSHIP XI,

A LIMITED PARTNERSHIP
	

 	
 	
By:	
 	

Charles River XI GP, LP

Its: General Partner
	

 	
 	

By:	
 	

Charles River XI GP, LLC

Its: Manager
	

 	
 	

By:	
 	

/s/  CHRISTOPHER BALDWIN      
 Name:

Title:
	

 	
 	

Address:	
 	

1000 Winter Street

Suite 3300

Waltham, MA 02451
	

 	
 	
CHARLES RIVER PARTNERSHIP XI-A, LP
	

 	
 	
By:	
 	

Charles River XI, GP, LLC

Its: General Partner
	

 	
 	

By:	
 	

/s/  CHRISTOPHER BALDWIN      
 Authorized Manager
	

 	
 	

Address:	
 	

1000 Winter Street

Suite 3300

Waltham, MA 02451
	

 	
 	
CHARLES RIVER FRIENDS XI-B, LP
	

 	
 	

By:	
 	

Charles River XI, GP, LLC

Its: General Partner
	

 	
 	

By:	
 	

/s/  CHRISTOPHER BALDWIN      
 Authorized Manager
	

 	
 	

Address:	
 	

1000 Winter Street

Suite 3300

Waltham, MA 02451
	 	 	 	 	 	 	 




10







 

	 	 	SIGMA PARTNERS 6, L.P.
	

 	
 	

By:	
 	

Sigma Management 6, L.L.C.

Its General Partner
	

 	
 	

By:	
 	

/s/  GREGORY C. GRETSCH      
 Name: Gregory C. Gretsch

Title: Managing Director
	

 	
 	

Address:	
 	

20 Custom House Street

Suite 830

Boston, MA 02110
	

 	
 	
SIGMA ASSOCIATES 6, L.P.
	

 	
 	

By:	
 	

Sigma Management 6, L.L.C.

Its General Partner
	

 	
 	

By:	
 	

/s/  GREGORY C. GRETSCH      
 Name: Gregory C. Gretsch

Title: Managing Director
	

 	
 	

Address:	
 	

20 Custom House Street

Suite 830

Boston, MA 02110
	

 	
 	
SIGMA INVESTORS 6, L.P.
	

 	
 	

By:	
 	

Sigma Management 6, L.L.C.

Its General Partner
	

 	
 	

By:	
 	

/s/  GREGORY C. GRETSCH      
 Name: Gregory C. Gretsch

Title: Managing Partner
	

 	
 	

Address:	
 	

20 Custom House Street

Suite 830

Boston, MA 02110
	

 	
 	
TORONTO DOMINION CAPITAL (U.S.A), INC.
	

 	
 	

By:	
 	

/s/  ELLIOT G. SWAN      
 Name: Elliot G. Swan

Title: Vice President
	

 	
 	

Address:	
 	

909 Fannin, Suite 1700

Houston, TX 77010
	 	 	 	 	 	 	 





11







 

	 	 	
 Michael Brown
	

 	
 	

/s/  GARDNER C. HENDRIE      
 Gardner C. Hendrie
	

 	
 	
HOLDERS:
	

 	
 	

/s/  PETER C. HAYDEN      
 Peter C. Hayden
	

 	
 	

/s/  G. PAUL KONING      
 G. Paul Koning
	

 	
 	

/s/  PAULA LONG      
 Paula Long
	

 	
 	

 Charles Christ
	

 	
 	

 Timothy D. Cronk
	

 	
 	

 Edmund Cuoco
	

 	
 	

 Dobberpuhl Family 2001 Trust

Daniel W. and Carol A. Dobberpuhl, Trustees
	

 	
 	

 Walter Dray
	

 	
 	

 Andrew B. Eills
	

 	
 	

 John Eills
	

 	
 	

 David Follett
	

 	
 	

 Amarjit Gill
	

 	
 	

 Timothy Hoskins
	

 	
 	

/s/  JACK BOYLE      
 Jack Boyle
	

 	
 	

/s/  PAUL BERNARD      
 Paul Bernard




12









 
 

SCHEDULE I
  
    EQUALLOGIC, INC.
  
    SCHEDULE OF HOLDERS AND INVESTORS    
    


Names and Addresses


        HOLDERS  


Peter C. Hayden

17 Purgatory Road

Mont Vernon, NH 03057 


G.
Paul Koning

408 Joe English Road

New Boston, NH 03070



Paula
Long

25 Winchester Drive

Hollis, NH 03049 


Charles
Christ

5 Farmington Road

Amherst, NH 03031 


Timothy
D. Cronk

14 Scott Drive

Merrimack, NH 03054 


Edmund
Cuoco

164 Pleasant Street

Arlington, MA 02476 


Dobberpuhl
Family 2001 Trust

    Daniel W. and Carol A. Dobberpuhl,

    Trustees

491 Middle Court

Menlo Park, CA 94025 


Walter
Dray

247 Hutchins Road

Carlisle, MA 01741 


Andrew
B. Eills

14 Thayer Pond Road

Concord, NH 03301 


John
Eills

Two Columbus Avenue, #22B

New York, NY 10023 


David
Follett

120 Cobleigh Road

Boxboro, MA 01719 


Amarjit
Gill

8 Quail Meadow Drive

Woodside, CA 94062 










Timothy
Hoskins

68A Baboosic Lake Road

Amherst, NH 03031 


LN
Family Trust, Leo A. Joseph Trustee

P.O. Box 2008

Menlo Park, CA 94026 


Richard
and Ellen Lary

1650 Summit Point Court

Colorado Springs, CO 80919 


Thomas
Marmen

8 Red Coat Road

Shrewsbury, MA 01545 


Brian
Nadeau

6 Pondview Circle

Nashua, NH 03063 


Bryan
Panner

12 Nottingham Road

Windham, NH 03087 


Kevin
Perryman

202 Parkridge Circle

Seguin, TX 78155 


Thomas
P. Tierney and Diane L. Beliveau

3230 Wildflower Drive

Encinitas, CA 92024 


Jack
Boyle

[Address] 


Paul
Bernard

[Address] 


INVESTORS


Focus
Ventures II, L.P.

525 University Avenue

Suite 1400

Palo Alto, CA 94301 


Focus
Ventures Investors II QP, L.P.

525 University Avenue

Suite 1400

Palo Alto, CA 94301 


Focus
Ventures Investors II A, L.P.

525 University Avenue

Suite 1400

Palo Alto, CA 94301 


Charles
River XI, GP, LP

Winter Street, Suite 3300

Waltham, MA 02451 










Charles
River Friends XI-A, LP

Winter Street, Suite 3300

Waltham, MA 02451 


Charles
River Friends XI-B, LP

Winter Street, Suite 3300

Waltham, MA 02451 


Sigma
Partners, 6, L.P.

1600 El Camino Real, Suite 280

Menlo Park, CA 94025 



Sigma
Associates, 6, L.P.

1600 El Camino Real, Suite 280

Menlo Park, CA 94025 


Sigma
Investors 6, L.P.

1600 El Camino Real, Suite 280

Menlo Park, CA 94025 


Gardner
C. Hendrie

c/o Sigma Partners

300 Commercial Street

Suite 705

Boston, MA 02109 


Toronto
Dominion Capital (U.S.A.), Inc.

909 Fannin, Suite 1700

Houston, TX 77010 


Michael
Brown

50 Balton Road

Providence, RI 02906 







 
 

SCHEDULE II
  
    EQUALLOGIC, INC.
  
    INSTRUMENT OF ACCESSION    
    


        The undersigned,                        , as a condition precedent
to becoming the owner or holder of record of                        
(            ) shares of the
                        stock, par value $.01 per share, of EqualLogic, Inc., a Delaware corporation (the "Company"), hereby
agrees to become a Holder under that certain Third Amended and Restated
Stockholders Agreement dated as of June    , 2004, as amended and/or restated from time to time by and among the Company and other stockholders of the Company. This Instrument of Accession
shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Stockholders Agreement immediately upon execution and delivery to the Company of
this Instrument. 


        IN
WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the undersigned, as a sealed instrument under the laws of the State of Delaware, as of the date
below written. 



	 	 	Signature:
	

 	
 	


	

 	
 	

(Print Name)	


	

 	
 	

Address:
	

 	
 	


	

 	
 	







	

 	
 	

Date:	


	



 	

 	



Accepted:
	

 	
 	

EQUALLOGIC, INC.





	

 	
 	

By:	

 Name:

Title:





	

 	
 	

Date:	















QuickLinks


THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


SCHEDULE I EQUALLOGIC, INC. SCHEDULE OF HOLDERS AND INVESTORS

SCHEDULE II EQUALLOGIC, INC. INSTRUMENT OF ACCESSION