X0206 3 2012-08-01 0 0001375271 Eloqua, Inc. ELOQ 0001334732 Woloson Bradford D 100 INTERNATIONAL DRIVE, SUITE 19100 BALTIMORE MD 21202 1 0 0 0 Series A Convertible Preferred Stock Common Stock 4849859 I See footnotes Series B Convertible Preferred Stock Common Stock 1907150 I See footnotes Series C Convertible Preferred Stock Common Stock 1559242 I See footnotes These securities are shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares") and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series A Shares do not have an expiration date. Upon the closing of a Qualifying U.S. Public Offering (as defined in Article Fourth, Section B.5 of the Issuer's Second Amended and Restated Certificate of Incorporation, as the same may be amended from time to time), the Series A Shares will convert at a ratio of 5-to-2, into the number of shares of Common Stock as shown in column 3. As of the date hereof, JMI Equity Fund IV, L.P. ("Fund IV") owns 11,234,952 Series A Shares, 4,418,013 shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Shares")and 3,612,067 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Shares"), and JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)" and together with Fund IV, collectively the "Equity IV Funds") owns 889,698 Series A Shares, 349,863 Series B Shares and 286,040 Series C Shares. Mr. Woloson disclaims Section 16 beneficial ownership of the Series A Shares, Series B Shares and Series C Shares held by the Equity IV Funds (collectively, the "Equity IV Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity IV Fund Shares, except to the extent of his pecuniary interest, if any, in the Equity IV Fund Shares by virtue of his membership interest in JMI Associates IV, L.L.C. These securities are Series B Shares and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series B Shares do not have an expiration date. Upon the closing of a Qualifying U.S. Public Offering (as defined in Article Fourth, Section B.5 of the Issuer's Second Amended and Restated Certificate of Incorporation, as the same may be amended from time to time), the Series B Shares will convert at a ratio of 5-to-2, into the number of shares of Common Stock as shown in column 3. These securities are Series C Shares and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series C Shares do not have an expiration date. Upon the closing of a Qualifying U.S. Public Offering (as defined in Article Fourth, Section B.5 of the Issuer's Second Amended and Restated Certificate of Incorporation, as the same may be amended from time to time), the Series C Shares will convert at a ratio of 5-to-2, into the number of shares of Common Stock as shown in column 3. /s/ Bradford D. Woloson 2012-08-01