INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2010 • Responsys Inc • Delaware
This Indemnity Agreement, dated as of , 2011 is made by and between Responsys, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company or one of the Company’s subsidiaries (“Indemnitee”).
•] Shares RESPONSYS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2011 • Responsys Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER dated as of December 20, 2013 among RESPONSYS, INC., OC ACQUISITION LLC, and RAPTOR OAK ACQUISITION CORPORATIONMerger Agreement • December 20th, 2013 • Responsys Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 20, 2013, among Responsys, Inc., a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Raptor Oak Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party solely with respect to performance of its obligations set forth in Section 3.06, Section 10.07, Section 10.08 and Section 10.15.
RESPONSYS LOGO]Employment Agreement • December 23rd, 2010 • Responsys Inc • California
It gives me great pleasure on behalf of Responsys, Inc. to offer you employment as Chief Financial Officer on the following terms:
AMENDMENT TO SHARE SALE AND SHAREHOLDERS AGREEMENTShare Sale and Shareholders Agreement • April 4th, 2011 • Responsys Inc • Services-prepackaged software
This Amendment to Share Sale and Shareholders Agreement (“Amendment”) is made on 2 January 2011, but with effect from 1 January 2011 (“Amendment Effective Date”) between Eservices Responsys Pty Ltd (formerly Eservices Group Pty Ltd) (“Eservices”), Diversified Marketing Services Pty Ltd (“DMS”), Cross Brothers Nominees Pty Ltd (“Cross Brothers”), O’Day Nominees Pty Ltd (“O’Day”) and Responsys, Inc. (“Responsys”) and amends that Share Sale and Shareholders Agreement dated 1 July 2010 between the same parties (“Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
ORACLE CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERSConfidential Disclosure Agreement • January 8th, 2014 • Responsys Inc • Services-prepackaged software • Delaware
This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”).
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 17th, 2011 • Responsys Inc • Services-prepackaged software • California
This SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT is entered into as of the 29th day of March 2001 by and among Responsys, Inc., a California corporation (the “Company”), Anand Jagannathan and Raghunath Raghavan (collectively, the “Founders” and individually each a “Founder”) and the undersigned holders (collectively, the “Investors” and individually each an “Investor”) of Preferred Stock of the Company.
OFFICE LEASEOffice Lease • March 18th, 2013 • Responsys 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-BAYHILL 4-7 LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and RESPONSYS, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises, including Deferred Space 1 and Deferred Space 2)); Exhibit B (Work Letter); 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 (Intentionally Omitted); Exhibit I (janitorial specifications); Exhibit J (Approved Space Plans), and Exhibit K (Location of Tenant’s Signage).
SUB-SUBLEASE AGREEMENTSub-Sublease Agreement • December 23rd, 2010 • Responsys Inc • California
amount not to of the Sublease Premises) to be applied toward the cost of the Sublandlord Work in the Sublease Premises. If the Allowance shall not be sufficient to complete the Sublandlord Work, Subtenant shall pay the Excess Costs, plus any applicable state sales or use tax thereon, as prescribed in Paragraph 4 above. Any portion of the Allowance which exceeds the cost of the Sublandlord Work may be used by Subtenant in connection with the preparation of the Sublease Premises for Subtenant’s occupancy, including, without limitation, the installation of wiring and cabling and the purchase of fixtures or furniture for the Sublease Premises, Provided Subtenant is not in breach or default under the Sublease, Sublandlord shall reimburse Subtenant for such costs (up to the portion of the Allowance in excess of the cost of the Sublandlord Work) within thirty (30) days following written request for disbursement therefor delivered by Subtenant to Sublandlord, provided such written request shal
FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 8th, 2014 • Responsys Inc • Services-prepackaged software • California
This Change of Control Severance Agreement is entered into as of , 2013 (the “Effective Date”) by and between (the “Executive”) and RESPONSYS, INC., a Delaware corporation (the “Company”).
RESPONSYS, INC. STOCK OPTION EXERCISE AGREEMENTStock Option Exercise Agreement • June 30th, 2011 • Responsys Inc • Services-prepackaged software • Delaware
This Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered into as of , (the “Effective Date”) by and between Responsys, Inc. (the “Company”), and the purchaser named below (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2011 Equity Incentive Plan (the “Plan”).
AGREEMENTSchedule 13g Filing Agreement • February 13th, 2012 • Responsys Inc • Services-prepackaged software
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
SUBLEASE AGREEMENTSublease Agreement • December 23rd, 2010 • Responsys Inc • California
This LEASE AGREEMENT (“Lease”), dated for reference purposes only as of the date set forth in Fundamental Lease Provision (w), is made and entered into by and between Francisco Bay Office Park, a California limited partnership (“Landlord”), and GPS Management Services, Inc., a California corporation (“Tenant”), who agree as follows:
RESPONSYS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 6, 2003Investors’ Rights Agreement • December 23rd, 2010 • Responsys Inc • California
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of January, 2003, by and among Responsys, Inc., a California corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and the holders of Common Stock listed on Schedule B hereto, each of which is herein referred to as a “Founder.”
Responsys Logo]Employment Agreement • February 8th, 2011 • Responsys Inc • Services-prepackaged software • California
It gives me great pleasure on behalf of Responsys, Inc. (“The Company”) to offer you employment as VP General Counsel and Secretary on the following terms:
Responsys logo]Employment Agreement • December 23rd, 2010 • Responsys Inc • California
It gives me great pleasure on behalf of Responsys, Inc. (“The Company”) to offer you employment as CTO and Vice President of Engineering on the following terms:
AGREEMENTSchedule 13g Filing Agreement • February 13th, 2013 • Responsys Inc • Services-prepackaged software
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
Responsys Logo]Employment Agreement • February 8th, 2011 • Responsys Inc • Services-prepackaged software • California
It gives me great pleasure on behalf of Responsys, Inc. to offer you employment as Vice President of Strategic Services on the following terms:
