0000950134-06-021098 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of November 2, 2006 among STELLENT, INC. ORACLE SYSTEMS CORPORATION and STAR ACQUISITION CORP.
Agreement and Plan of Merger • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 2, 2006 among Stellent, Inc., a Minnesota corporation (the “Company”), Oracle Systems Corporation, a Delaware corporation (“Parent”), and Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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ESCROW AGREEMENT
Escrow Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware

ESCROW AGREEMENT (this “Agreement”) dated as of November 2, 2006 among Oracle Systems Corporation, a Delaware corporation (“Parent”), Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), each individual listed on Annex I (each, a “Shareholder”), each an owner of Company Common Stock of Stellent, Inc., a Minnesota corporation (the “Company”), and Citigroup Global Markets Inc. (the “Escrow Agent”).

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware

TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of November 2, 2006 between Oracle Systems Corporation, a Delaware corporation (“Parent”), Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and each individual listed on Annex I (each, a “Shareholder”), each an owner of Company Common Stock of Stellent, Inc., a Minnesota corporation (the “Company”).

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Minnesota

Amendment, dated as of November 2, 2006, between Stellent, Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A. as Rights Agent (the “Rights Agent”), to the Rights Agreement dated as of May 29, 2002 (the “Rights Agreement”).

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