X0206 3 2012-08-01 0 0001375271 Eloqua, Inc. ELOQ 0001015934 DEMPSEY NEAL C/O BAY PARTNERS 490 S. CALIFORNIA AVENUE SUITE 200 PALO ALTO CA 64306 1 0 1 0 Series B Convertible Preferred Stock Common Stock 4818733 I Directly owned by Bay Partners X, L.P. Series C Convertible Preferred Stock Common Stock 1111967 I Directly owned by Bay Partners X, L.P. Series B Convertible Preferred Stock Common Stock 267001 I Directly owned by Bay Partners X Entrepreneurs Fund, L.P. Series C Convertible Preferred Stock Common Stock 61613 I Directly owned by Bay Partners X Entrepreneurs Fund, L.P. The Series B Convertible Preferred Stock is convertible into Common Stock on a 2.5-for-one basis into the number of shares of Common Stock as shown in column 3 at anytime at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. Not applicable. The securities are held directly by Bay Partners X, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X, L.P. and has the sole voting and dispositive power with respect to the shares. Neal Dempsey, a director of the Issuer, and Stuart G. Phillips are Managing Members of the Bay Management Company X, LLC and share voting and dispositive power over the shares held of record by Bay Partners X, L.P. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. The Series C Convertible Preferred Stock is convertible into Common Stock on a 2.5-for-one basis into the number of shares of Common Stock as shown in column 3 at anytime at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. The securities are held directly by Bay Partners X Entrepreneurs Fund, L.P. Bay Management Company X, LLC is the General Partner of Bay Partners X Entrepreneurs Fund, L.P. and has the sole voting and dispositive power with respect to the shares. Neal Dempsey, a director of the Issuer, and Stuart G. Phillips are Managing Members of the Bay Management Company X, LLC and share voting and dispositive power over the shares held of record by Bay Partners X Entrepreneurs Fund, L.P. Each Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein. /s/ Stephen E. Holsten, Attorney-in-Fact 2012-08-01