0001193125-11-087415 Sample Contracts

•] Shares RESPONSYS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2011 • Responsys Inc • Services-prepackaged software • New York
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AMENDMENT TO SHARE SALE AND SHAREHOLDERS AGREEMENT
Share Sale and Shareholders Agreement • April 4th, 2011 • Responsys Inc • Services-prepackaged software

This Amendment to Share Sale and Shareholders Agreement (“Amendment”) is made on 2 January 2011, but with effect from 1 January 2011 (“Amendment Effective Date”) between Eservices Responsys Pty Ltd (formerly Eservices Group Pty Ltd) (“Eservices”), Diversified Marketing Services Pty Ltd (“DMS”), Cross Brothers Nominees Pty Ltd (“Cross Brothers”), O’Day Nominees Pty Ltd (“O’Day”) and Responsys, Inc. (“Responsys”) and amends that Share Sale and Shareholders Agreement dated 1 July 2010 between the same parties (“Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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