Eloqua, Inc. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 9th, 2012 • Eloqua, Inc. • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Eloqua, Inc., a Delaware corporation (the “Company”), propose, severally and not jointly to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Eloqua, Inc. _____ Shares of Common Stock Underwriting AgreementEloqua, Inc. • July 20th, 2012 • Services-prepackaged software • New York
Eloqua, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $ 0.0001 per share (“Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell to the several Underwriters an aggregate of [•] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company, and the Selling Stockholders propose, severally and not jointly, to sell, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option
AGREEMENT AND PLAN OF MERGER dated as of December 19, 2012 among ELOQUA, INC., OC ACQUISITION LLC, ORACLE CORPORATION, and ESPERANZA ACQUISITION CORPORATIONAgreement and Plan of Merger • December 20th, 2012 • Eloqua, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 19, 2012, among Eloqua, Inc., a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Esperanza Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party to this Agreement solely with respect to performance of its obligations under Section 2.06 and Section 9.15.
ContractEloqua, Inc. • May 3rd, 2012 • 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.
FORM OF INDEMNIFICATION AGREEMENT (for Directors and Officers)Form of 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”).
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:
EXECUTIVE AGREEMENTExecutive Agreement • July 13th, 2012 • Eloqua, Inc. • Services-prepackaged software • Virginia
This Executive Agreement (“Agreement”) is made as of the 12th day of July, 2012, between Eloqua, Inc., a Delaware corporation (the “Company”), and Andre Yee (the “Executive”).
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:
LOAN AND SECURITY AGREEMENTLoan Modification Agreement • July 13th, 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:
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2012 • Eloqua, Inc. • Services-prepackaged software • Virginia
This Employment Agreement (the “Agreement”) dated as of February 15, 2008 by and between Eloqua Limited, a Delaware corporation (the “Company”), and Donald Clarke (the “Executive”):
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”):
ContractEloqua, Inc. • May 3rd, 2012 • 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.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2012 • Eloqua, Inc. • Services-prepackaged software • Virginia
This Employment Agreement (the “Agreement”) dated as of April 15, 2008 by and between Eloqua Limited, a Delaware corporation (the “Company”), and Joseph P. Payne (the “Executive”):
LEASE BETWEEN: 674951 ONTARIO LIMITED - and – ELOQUA CORPORATION GOODMAN AND CARR Suite 2300 200 King Street West Toronto, Ontario M5H 3W5Lease Amending Agreement • May 3rd, 2012 • Eloqua, Inc. • Services-prepackaged software • Ontario
