STIPULATION AND ORDER REGARDING FILING OF SECOND AMENDED ANSWER AND COUNTERCLAIMS PURSUANT TO FED. R. CIV. P. 15(a)(2)

WILLIAM H. ORRICK, III, District Judge.

Plaintiff and Counter-Defendant iHance, Inc. ("iHance") and Defendant and Counter-Claimant Marketo, Inc. ("Marketo"), hereby consent and stipulate as follows:

WHEREAS, iHance filed a Complaint on May 17, 2013;

WHEREAS, iHance filed a First Amended Complaint on July 8, 2013;

WHEREAS, Marketo filed an Answer and Counterclaims on July 22, 2013;

WHEREAS, Marketo filed a First Amended Answer and Counterclaims on July 29, 2013;

WHEREAS, Marketo seeks to file a Second Amended Answer and Counterclaims in an effort to avoid unnecessary motion practice and to conserve the resources of the Court and the parties;

WHEREAS, Marketo's Second Amended Answer and Counterclaims is submitted concurrently herewith in accordance with Civil L.R. 10-1; and

WHEREAS, pursuant to Federal Rule of Civil Procedure 15(a)(2), iHance consents to Marketo's filing of the Second Amended Answer and Counterclaims.

IT IS THEREFORE STIPULATED AND AGREED AS FOLLOWS:

1. That pursuant to Federal Rule of Civil Procedure 15(a)(2), Marketo's Second Amended Answer and Counterclaims shall be Marketo's now-operative pleading in the above-captioned litigation; and

2. That pursuant to Federal Rule of Civil Procedure 15(a)(3), iHance shall have fourteen (14) days from service of the Second Amended Answer and Counterclaims in which to answer or otherwise respond.

In accordance with Civil L.R. 5-1(i)(3), the filer of this document hereby attests that concurrence in the filing of this document has been obtained from the other signatory hereto.

IT IS SO STIPULATED:

ORDER

Based upon the foregoing Stipulation and good cause appearing, IT IS SO ORDERED.