ELOQ / Eloqua, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ELOQ / Eloqua, Inc. / BAY PARTNERS X LP - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Eloqua, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 290139104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement

- FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35616 Eloqua, Inc. (Exact name of registrant as specified in

ELOQ / Eloqua, Inc. / Deer VII & Co. Ltd. - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eloqua, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 290139104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ELOQUA, INC. ARTICLE I

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELOQUA, INC. ARTICLE I The name of this corporation is Eloqua, Inc. (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corpor

SECOND AMENDED AND RESTATED BYLAWS ELOQUA, INC. AS AMENDED AND RESTATED ON FEBRUARY 8, 2013 TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 4 1.1 Registered Office 4 1.2 Other Offices 4 ARTICLE II - MEETINGS OF STOCKHOLDERS 4 2.1 Place Of Meetin

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF ELOQUA, INC. AS AMENDED AND RESTATED ON FEBRUARY 8, 2013 TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 4 1.1 Registered Office 4 1.2 Other Offices 4 ARTICLE II - MEETINGS OF STOCKHOLDERS 4 2.1 Place Of Meetings 4 2.2 Annual Meeting 4 2.3 Special Meeting 4 2.4 Notice Of Stockholders’ Meetings 5 2.5 Manner Of Giving Notice; Affidavit Of Notice

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2013 ELOQUA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35616 98-0551177 (Commission

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on February 8, 2013 Registration No. 333-183072 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eloqua, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1921 Gal

ELOQ / Eloqua, Inc. / BAY PARTNERS X LP - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Eloqua, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 290139104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement)

Eloqua Announces Fourth Quarter and Full Year 2012 Financial Results

EX-99.1 Exhibit 99.1 Eloqua Announces Fourth Quarter and Full Year 2012 Financial Results Vienna, VA (February 1, 2013) — Eloqua, the marketing system of record for modern marketers, today announced financial results for the three and twelve month period ended December 31, 2012. Financial Highlights for the Full Year Ended December 31, 2012 Total revenue for the full year was $95.8 million, an inc

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2013 ELOQUA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35616 98-0551177 (State or other jurisdiction of incorporation) (Commission

- DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ELOQ / Eloqua, Inc. / ORACLE CORP - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Eloqua, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 290139104 (CUSIP Number) Copies to: Dorian Daley Senior Vice President, General Counsel and Secretary Oracle Corporation 500 Oracle Parkway Redwood City, California 94

Joint Filing Agreement

Joint Filing Agreement Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Eloqua, Inc., a Delaware corporation, and furt

- SOLICITING MATERIAL

Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Oracle Buys Eloqua

Exhibit 99.1 Exhibit 99.1 Oracle Buys Eloqua Adds Leading Modern Marketing Platform to the Oracle Cloud to Help Companies Deliver Exceptional Customer Experiences December 20, 2012 Oracle today announced that it has entered into an agreement to acquire Eloqua, Inc. (NASDAQ: ELOQ), a leading provider of cloud-based marketing automation and revenue performance management software for $23.50 per shar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2012 ELOQUA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35616 98-0551177 (State or Other Jurisdiction of Incorporation) (Commission

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

AGREEMENT AND PLAN OF MERGER dated as of December 19, 2012 ELOQUA, INC., OC ACQUISITION LLC, ORACLE CORPORATION, ESPERANZA ACQUISITION CORPORATION TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definiti

Exhibit 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 19, 2012 among ELOQUA, INC., OC ACQUISITION LLC, ORACLE CORPORATION, and ESPERANZA ACQUISITION CORPORATION TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 9 ARTICLE 2 THE MERGER 10 Section 2.01. The Closing 10 Section 2.02. The Merger 1

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2012 ELOQUA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35616 98-0551177 (State or Other Jurisdiction of Incorporation) (Commission

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

AGREEMENT AND PLAN OF MERGER dated as of December 19, 2012 ELOQUA, INC., OC ACQUISITION LLC, ORACLE CORPORATION, ESPERANZA ACQUISITION CORPORATION TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definiti

Exhibit 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 19, 2012 among ELOQUA, INC., OC ACQUISITION LLC, ORACLE CORPORATION, and ESPERANZA ACQUISITION CORPORATION TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 9 ARTICLE 2 THE MERGER 10 Section 2.01. The Closing 10 Section 2.02. The Merger 1

Oracle Buys Eloqua

Exhibit 99.1 Exhibit 99.1 Oracle Buys Eloqua Adds Leading Modern Marketing Platform to the Oracle Cloud to Help Companies Deliver Exceptional Customer Experiences December 20, 2012 Oracle today announced that it has entered into an agreement to acquire Eloqua, Inc. (NASDAQ: ELOQ), a leading provider of cloud-based marketing automation and revenue performance management software for $23.50 per shar

- RW

RW Eloqua, Inc. 1921 Gallows Road, Suite 200 Vienna, VA 22182 VIA EDGAR AND FACSIMILE November 15, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Eloqua, Inc. Withdrawal of Registration Statement on Form S-1 (File No. 333-184711) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 19

- AMENDMENT NO. 1 TO FORM S-1

Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 9, 2012 Registration No. 333-184711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eloqua, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 98-0551177 (State

Eloqua, Inc. Shares of Common Stock Underwriting Agreement

Exhibit 1.1 Exhibit 1.1 Eloqua, Inc. Shares of Common Stock Underwriting Agreement , 2012 J.P. Morgan Securities LLC Deutsche Bank Securities Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Certain

Quarterly Report - FORM 10-Q

10-Q 1 d407833d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

Subsidiaries of the Registrant Name Jurisdiction of Incorporation Eloqua Corporation Canada Eloqua International Services, Inc. Delaware Eloqua Singapore Pte. Ltd. Singapore Eloqua (UK) Limited United Kingdom

Exhibit 21.1 Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Eloqua Corporation Canada Eloqua International Services, Inc. Delaware Eloqua Singapore Pte. Ltd. Singapore Eloqua (UK) Limited United Kingdom

Registration Statement - FORM S-1

Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 1, 2012 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 24, 2012 ELOQUA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35616 98-0551177 (State or other jurisdiction of incorporation) (Commission

Eloqua Announces Record Third Quarter 2012 Results Third quarter total revenue increases 30% to $23.8 million Third quarter subscription and support revenue increases 32% to $21.6 million

Exhibit 99.1 - Press Release Exhibit 99.1 Eloqua Announces Record Third Quarter 2012 Results Third quarter total revenue increases 30% to $23.8 million Third quarter subscription and support revenue increases 32% to $21.6 million Vienna, VA (October 24, 2012) — Eloqua, the marketing system of record for modern marketers, today announced financial results for the three month period ended September

Eloqua Announces the Promotion of Alex Shootman to President

Press Release Exhibit 99.1 Eloqua Announces the Promotion of Alex Shootman to President VIENNA, Virginia – September 10, 2012 – Eloqua, Inc. (NASDAQ: ELOQ), a leading provider of on-demand Marketing Automation and Revenue Performance Management solutions, today announced the promotion of Alex Shootman to President, from his current position of Chief Revenue Officer. As President, Mr. Shootman will

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 21, 2012 ELOQUA, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-35616 98-0551177 (State or other jurisdiction of incorporation) (Commission F

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on August 3, 2012 Registration No.

8,000,000 Shares Eloqua, Inc. Common Stock

e424b4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-176484 Prospectus 8,000,000 Shares Eloqua, Inc. Common Stock This is the initial public offering of Eloqua, Inc.’s common stock. We are selling 7,000,000 shares of common stock. The selling stockholders identified in this prospectus are selling an additional 1,000,000 shares of common stock. We will not receive any proc

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corresp July 30, 2012 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Maryse Mills-Apenteng Re: Request for Acceleration of Effectiveness of Eloqua, Inc. Registration Statement on Form S-1 (File No. 333-176484) initially filed on August 24, 2011 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the

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corresp Eloqua, Inc. 1921 Gallows Road, Suite 250 Vienna, VA 22182 VIA EDGAR AND FACSIMILE July 30, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Eloqua, Inc. Form S-1 Registration Statement File No. 333-176484 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of

- 8-A12B

e8va12b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Eloqua, Inc. (Exact name of registrant as specified in its charter) Delaware 98-0551177 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1921 Gallows Road, Suit

- AMENDMENT NO. 9 TO FORM S-1

sv1za As filed with the Securities and Exchange Commission on July 20, 2012 Registration No.

Exhibit 1.1

exv1w1 Exhibit 1.1 Eloqua, Inc. Shares of Common Stock Underwriting Agreement , 2012 J.P. Morgan Securities LLC Deutsche Bank Securities Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: Eloqua, Inc.

- AMENDMENT NO.8 TO FORM S-1

sv1za Table of Contents As filed with the Securities and Exchange Commission on July 19, 2012 Registration No.

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corresp Goodwin Procter llp Counsellors at Law Exchange Place Boston, MA 02109 T: 617.

Exhibit 10.10

exv10w10 Exhibit 10.10 EMPLOYMENT AGREEMENT 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”): WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and subject to the conditions set fort

Exhibit 10.6

exv10w6 Exhibit 10.6 LOAN AND SECURITY AGREEMENT 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 CORPO

Exhibit 10.15

exv10w15 Exhibit 10.15 EXECUTIVE AGREEMENT This Executive Agreement (“Agreement”) is made as of the 12th day of July, 2012, between Eloqua, Inc., a Delaware corporation (the “Company”), and Steve Holsten (the “Executive”). In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

Exhibit 10.3

exv10w3 Exhibit 10.3 ELOQUA, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Eloqua, Inc. 2012 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Eloqua, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), seven hundr

Exhibit 10.14

exv10w14 Exhibit 10.14 GENERAL EMPLOYMENT OFFER Name: Heidi Melin Offered Position: Chief Marketing Officer, Senior Vice President, Marketing Date of Offer: April 30, 2012 General Employment Offer — United States of America Should you accept our offer of employment as CMO, Senior Vice President of Marketing with Eloqua Inc. (“ELOQUA” or the “Company”), your employment will commence under the follo

Exhibit 10.11

exv10w11 Exhibit 10.11 GENERAL EMPLOYMENT OFFER Name: Alexander Shootman Offered Position: Senior Vice President of Worldwide Sales Date of Offer: June 17, 2009 General Employment Offer — United States of America Should you accept our offer of employment as Senior Vice President of Worldwide Sales with Eloqua Limited (“ELOQUA” or the “Company”), your employment will commence under the following te

- AMENDMENT NO.7 TO FORM S-1

sv1za Table of Contents As filed with the Securities and Exchange Commission on July 13, 2012 Registration No.

Exhibit 10.13

exv10w13 Exhibit 10.13 EXECUTIVE AGREEMENT 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”). In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

Exhibit 10.12

exv10w12 Exhibit 10.12 GENERAL EMPLOYMENT OFFER Name: Brian E Kardon Offered Position: Chief Marketing Officer Date of Offer: July 18, 2008 General Employment Offer — United States of America Should you accept our offer of employment as Chief Marketing Officer with Eloqua Limited (“ELOQUA” or the “Company”), your employment will commence under the following terms and conditions: 1. BASE SALARY: Yo

Exhibit 10.9

EX-10.9 4 w83941a7exv10w9.htm EXHIBIT 10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT 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”): WITNESSETH: WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and su

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corresp Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.

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corresp Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.

aINCORPORATEDUNDERTHELAWSOFTHESTATEOFDELAWAREcMMnSTcSEEREVERSEFORCERTAINDEFINITIONSCUSIP290139104THI SCERTIFIESTHATISTHERECORDHODEROFFULLYPAIDANDNON-ASSESSABLESHARESOFCOMMONSTOCK,$0.0001PARVALUE,OFEqua ,nc. transferableonlyonthebooksoftheCorporationi

exv4w1 Exhibit 4.1 aINCORPORATEDUNDERTHELAWSOFTHESTATEOFDELAWAREcMMnSTcSEEREVERSEFORCERTAINDEFINITIONSCUSIP290139104THI SCERTIFIESTHATISTHERECORDHODEROFFULLYPAIDANDNON-ASSESSABLESHARESOFCOMMONSTOCK,$0.0001PARVALUE,OFEqua ,nc. transferableonlyonthebooksoftheCorporationinpersonorbydulyauthorizedattorney,uponsurrenderofthisCert ificateproperlyendorsed. ThisCertificateisnotvalidunlesscountersignedbyth

- FORM S-1/A

sv1za As filed with the Securities and Exchange Commission on May 31, 2012 Registration No.

LOAN AND SECURITY AGREEMENT

exv10w6 Exhibit 10.6 LOAN AND SECURITY AGREEMENT 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 CORPO

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELOQUA LIMITED (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

exv3w1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELOQUA LIMITED (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Eloqua Limited, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: FIRST: That th

ELOQUA, INC. 2012 STOCK OPTION AND INCENTIVE PLAN

exv10w4 Exhibit 10.4 ELOQUA, INC. 2012 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Eloqua, Inc. 2012 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Eloqua, Inc. (the “Company”) and its

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

exv4w2 Exhibit 4.2 Execution Copy SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 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 whi

BYLAWS OF ELOQUA LIMITED ARTICLE I STOCKHOLDERS

exv3w3 Exhibit 3.3 BYLAWS OF ELOQUA LIMITED ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and for the trans

- FORM S-1/A

sv1za As filed with the Securities and Exchange Commission on May 3, 2012 Registration No.

FORM OF INDEMNIFICATION AGREEMENT (for Directors and Officers)

exv10w5 Exhibit 10.5 FORM OF INDEMNIFICATION AGREEMENT (for Directors and Officers) This Indemnification Agreement (“Agreement”) is made as of by and between Eloqua, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to

FORM OF COMMONSTOCK WARRANT

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

Eloqua Limited a Delaware corporation 2006 STOCK OPTION PLAN July 21, 2006

exv10w1 Exhibit 10.1 Eloqua Limited a Delaware corporation 2006 STOCK OPTION PLAN July 21, 2006 TABLE OF CONTENTS Page ARTICLE I Purpose 1 ARTICLE II Definitions 1 ARTICLE III Shares Subject to Plan 4 ARTICLE IV Administration 4 ARTICLE V Eligibility 6 ARTICLE VI Annual Limitation on Value of Incentive Stock Options 6 ARTICLE VII Terms and Conditions of Options 7 ARTICLE VIII Effect of Certain Cha

AMENDED AND RESTATED ELOQUA, INC. (the “Corporation”) ARTICLE I

exv3w4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF ELOQUA, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may sub

WARRANT TO PURCHASE STOCK Company: Eloqua Limited, a Delaware corporation Number of Shares: 93,750, subject to adjustment Class of Stock: Series C Preferred Stock, $0.0001 par value per share Warrant Price: $1.20, subject to adjustment Issue Date: De

exv4w5 Exhibit 4.5 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 LA

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ELOQUA, INC.

exv3w2 Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELOQUA, INC. Eloqua, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Eloqua, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware

LEASE 674951 ONTARIO LIMITED - and – ELOQUA CORPORATION GOODMAN AND CARR Suite 2300 200 King Street West Toronto, Ontario M5H 3W5

exv10w8 Exhibit 10.8 LEASE BETWEEN: 674951 ONTARIO LIMITED - and – ELOQUA CORPORATION GOODMAN AND CARR Suite 2300 200 King Street West Toronto, Ontario M5H 3W5 INDEX Page 1. DEMISE 1 2. TERM 1 3. USE OF PREMISES 2 4. RENT 3 5. PAYMENT 3 6. DEPOSIT 3 7. ADDITIONAL RENT 3 8. RENT AND ADDITIONAL PAST DUE 4 9. TENANT’S COVENANTS 4 10. INSURANCE 9 11. OPERATING COSTS 13 12. MUTUAL COVENANTS 13 13. FIXT

ELOQUA LIMITED 2006 US EMPLOYEE STOCK OPTION PLAN ARTICLE 1 — DEFINITIONS

exv10w2 Exhibit 10.2 ELOQUA LIMITED 2006 US EMPLOYEE STOCK OPTION PLAN ARTICLE 1 — DEFINITIONS 1.1 When used herein, the following terms shall have the following meanings: “Affiliate” — has the meaning given to that term in the Securities Act (Ontario). “Board” — means the Board of Directors of the Company. “Business Day” means a day other than a Saturday, Sunday or any other day which is a statut

ELOQUA, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN

exv10w3 Exhibit 10.3 ELOQUA, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Eloqua, Inc. 2012 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Eloqua, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), seven hundr

DEED OF LEASE TYSONS INTERNATIONAL PLAZA I & II, L.P., a Delaware limited partnership ELOQUA LTD, a Delaware corporation Suite 250 1921 Gallows Road Vienna, Virginia JUNE 25th, 2009

exv10w7 Exhibit 10.7 DEED OF LEASE TYSONS INTERNATIONAL PLAZA I & II, L.P., a Delaware limited partnership Landlord and ELOQUA LTD, a Delaware corporation Tenant Suite 250 1921 Gallows Road Vienna, Virginia JUNE 25th, 2009 TABLE OF CONTENTS Page ARTICLE 1. BASIC LEASE PROVISIONS 1 ARTICLE 2. PREMISES, TERM, RENT 6 2.1 Lease of Premises 6 2.2 Commencement Date 6 2.3 Payment of Rent 7 2.4 First Mont

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

exv4w3 Exhibit 4.3 Execution Copy AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 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

WARRANT TO PURCHASE STOCK Corporation: ELOQUA LIMITED, a Delaware corporation Number of Shares: The quotient derived by dividing $90,000 by the applicable Initial Exercise Price Class of Stock: Series C Preferred Stock; provided, however, if such sto

exv4w4 Exhibit 4.4 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 REGISTRAT

ELOQUA, INC. SENIOR EXECUTIVE INCENTIVE BONUS PLAN

exv10w16 Exhibit 10.16 ELOQUA, INC. SENIOR EXECUTIVE INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Eloqua, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Comp

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Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 April 27, 2012 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Eloqua, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed Marc

- FORM S-1/A

As filed with the Securities and Exchange Commission on April 27, 2012 Registration No.

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Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 March 29, 2012 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Eloqua, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed Nove

- FORM S-1/A

sv1za As filed with the Securities and Exchange Commission on March 29, 2012 Registration No.

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Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 November 14, 2011 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Eloqua Limited Amendment No. 1 to Registration Statement on Form S-1 Filed

- FORM S-1/A

sv1za Table of Contents As filed with the Securities and Exchange Commission on November 14, 2011 Registration No.

- S-1/A

sv1za Table of Contents As filed with the Securities and Exchange Commission on September 29, 2011 Registration No.

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corresp Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.