0001047469-07-010051 Sample Contracts

EXACTTARGET, INC. AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT November 8, 2006
Stockholders' Agreement • December 14th, 2007 • ExactTarget, Inc. • New York

THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, dated as of November 8, 2006, by and among EXACTTARGET, INC., a Delaware corporation (the "Corporation"), and the Stockholders identified on Annex I hereto.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 14th, 2007 • ExactTarget, Inc. • Delaware

This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of December 1, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 230 West Monroe Street, Suite 720, Chicago, Illinois 60606 ("Bank") and EXACTTARGET, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall extend credit to Borrower and Borrower shall repay Bank. The parties agree as follows:

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 14th, 2007 • ExactTarget, Inc. • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is effective as of November 8, 2006 by and among EXACTTARGET, INC., a Delaware corporation (the "Corporation"), and the Investors listed on Annex I attached hereto and made a part hereof (the "Investors").

Form of Stock Option Agreement
Stock Option Agreement • December 14th, 2007 • ExactTarget, Inc. • Indiana

This Stock Option Agreement ("Agreement") is entered into by and between ExactTarget, Inc., a Delaware corporation ("Company") and EMPLOYEE NAME ("Optionee"). This Agreement is entered into pursuant to Section 6.02 of the ExactTarget, Inc. 2004 Stock Option Plan effective as of July 15, 2004 (the "Plan") and is subject to the Plan. All capitalized terms not defined in this Agreement shall have the definition provided in the Plan.

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • December 14th, 2007 • ExactTarget, Inc. • Delaware

THIS DIRECTOR AND INDEMNIFICATION AGREEMENT (this "Agreement") is made as of this 15th day of July 2004, by and between ExactTarget, Inc., a Delaware corporation (the "Company") and (the "Indemnitee").

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