Exhibit 4.2  



	






EXACTTARGET, INC.  


          AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT  


          November 8, 2006  



	














	 	 	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.




PREAMBLE  


        The Stockholders believe it to be in the best interest of the Corporation and the Stockholders to provide for the continued stability of the business and policies
of the Corporation and its subsidiaries, as the same may exist from time to time, and, to that end, the parties hereto set forth this Agreement. 


        The
Company and certain of the Stockholders were parties to that certain Stockholders' Agreement, dated July 15, 2004 (the "Prior Agreement"), and the Stockholders purchasing
Series D Preferred Stock desire to amend and restate the Prior Agreement to provide the Stockholders purchasing Series D Preferred Stock with the rights and privileges as set forth
herein. 


        ACCORDINGLY,
in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which is are hereby acknowledged, the parties hereto
agree to amend and restate the Prior Agreement in its entirety as follows: 


ARTICLE I.  


 DEFINITIONS; RULES OF CONSTRUCTION  


        The following terms have the following meanings: 



        "Acceptance Notice" shall have the meaning set forth in Section 3.3(a)(ii). 


        "Affiliate" means, with respect to any Person, any (a) director, officer, limited or general partner, member or stockholder holding
5% or more of the outstanding capital stock or other equity interests of such Person, (b) spouse, parent, sibling or descendant of such Person (or a spouse, parent, sibling or descendant of a
Person specified in clause (a) above relating to such Person) and (c) other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is
under common control with, such Person. The term "control" includes, without limitation, the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. 


        "Approved Sale" shall have the meaning set forth in Section 3.6. 


        "Board" means the Board of Directors of the Corporation. 



        "Charter" means the Amended and Restated Certificate of Incorporation of the Corporation in effect as of the date hereof, as the same may
be amended, modified or supplemented after the date hereof. 


        "Common Stock" shall mean the Common Stock of the Corporation, $0.001 par value per share. 


        "Common Stockholder Directors" shall have the meaning set forth in Section 2.1(b)(iii). 



        "Co-Sale Notice" shall have the meaning set forth in Section 3.4(a)(i). 


        "Co-Sale Offeree" shall have the meaning set forth in Section 3.4(a). 


        "Co-Sale Offeror" shall have the meaning set forth in Section 3.4(a). 



        "Director Indemnification Agreement" means the Director Indemnification Agreements between the Corporation and each of the directors of
the Corporation, as may be amended, modified or supplemented from time to time. 







 



        "Equity Securities" means all shares of capital stock of the Corporation, all securities convertible into or exchangeable for shares of
capital stock of the Corporation, and all options, warrants, and other rights to purchase or otherwise acquire from the Corporation shares of such capital stock, including any stock appreciation or
similar rights, contractual or otherwise. 


        "Excluded Stock" shall have the meaning set forth in the Charter. 


        "First Offer" shall have the meaning set forth in Section 3.3(a)(i). 


        "First Offer Number" shall have the meaning set forth in Section 3.5(b). 



        "First Offeror" shall have the meaning set forth in Section 3.3(a). 


        "First Offer Period" shall have the meaning set forth in Section 3.5(a). 


        "Full Allotment" shall have the meaning set forth in Section 3.3(a)(ii). 


        "Group" means: 


        (a)   in
the case of any Stockholder who is an individual, (i) such Stockholder, (ii) the spouse or lineal descendants of such Stockholder (or any guardian,
trustee or custodian for the benefit of such Persons), (iii) all trusts for the benefit of such Stockholder, (iv) all Persons principally owned by and/or organized or operating for the
benefit of any of the foregoing and (v) all Affiliates of such Stockholder; 


        (b)   in
the case of any Stockholder that is a partnership, (i) such Stockholder, (ii) its limited, special and general partners, (iii) any Person to
which such Stockholder shall Transfer all or substantially all of its assets, and (iv) all Affiliates and employees of and consultants to, such Stockholder or any of its Affiliates; and 


        (c)   in
the case of any Stockholder which is a corporation or a limited liability company, (i) such Stockholder, (ii) its stockholders or members as the case
may be, (iii) any Person to which such Stockholder shall Transfer all or substantially all of its assets, and (iv) all Affiliates of such Stockholder. 


        "Insight Directors" shall have the meaning set forth in Section 2.1(b)(i). 



        "Liquidation" shall have the meaning set forth in the Charter. 


        "Majority Holders" shall mean the holders of a majority of the Equity Securities of the Corporation, including the holders of a majority
of the Series C Investor Shares. 


        "Management Stockholder"" means Scott Dorsey, Chris Baggott and Peter McCormick. 


        "Montagu Newhall" means, collectively, Montagu Newhall Global Partners II, L.P.; Montagu Newhall Global
Partners II-A, L.P.; Montagu Newhall Global Partners II-B, L.P.; Montagu Newhall Global Partners III, L.P.; Montagu Newhall Global
Partners III-A, L.P.; and Montagu Newhall Global Partners III-B, L.P. 


        "New Securities" means all Equity Securities other than Excluded Stock and the Series D Preferred Stock issued under that certain
Securities Purchase Agreement, dated as of November 8, 2006, by and among the Company and the investors party thereto. 



        "Non-Competitor" means a Person that is not in the business of providing or selling any services or products which are the
same as, or substantially similar to, any services or products primarily provided or sold by the Company or otherwise engaged in a business that is primarily the same as, or substantially similar to,
the business of the Company. 


        "Offer" shall have the meaning set forth in Section 3.5(a). 



        "Offered Shares" shall have the meaning set forth in Section 3.3(a)(i). 


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        "Person" shall be construed in the broadest sense and means and includes a natural person, a partnership, a corporation, an association, a
joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and any other entity and any federal, state, municipal, foreign or other government,
governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal. 


        "Preferred Stock" means the Series A Preferred Stock of the Corporation, par value $0.001 per share, the Series B Preferred
Stock of the Corporation, par value $0.001 per share, the Series C Preferred Stock, and the Series D Preferred Stock. 


        "Pro Rata Amount" means, with respect to any Stockholder, the quotient obtained by dividing (i) the number of shares of Common
Stock held by such Stockholder by (ii) the aggregate number of shares of Common Stock held by all Stockholders or class of Stockholders (as applicable), assuming in each case the conversion or
exchange of all securities by their terms convertible into or exchangeable for Common Stock and the exercise of all vested and "in the money" options to purchase or rights to subscribe for Common
Stock (including warrants) or such convertible or exchangeable securities. 


        "Purchase Notice" shall have the meaning set forth in Section 3.5(b). 


        "QIPO" shall have the meaning set forth per the term "Series C QIPO" in the Chapter. 



        "Registration Rights Agreement" shall have the meaning set forth in Section "Required Sale Notice" shall have the meaning set forth in
Section 3.6. 


        "Rights Holder" shall mean (i) each Series C Investor; (ii) each Series D Investor for so long as such
Series D Investor holds at least twenty percent (20%) of the shares of Series D Preferred Stock purchased by such Series D Investor on the Series D Original Issue Date (as
defined in the Charter); (iii) each Management Stockholder; and (iv) each Stockholder (other than the Series C Investors, Series D Investors and Management Stockholders)
holding at least five percent (5%) of the Common Stock of the Corporation, on a fully-diluted basis (assuming exercise or conversion of all then outstanding convertible securities, options, and
warrants that are then exercisable or convertible). 


        "Sale of the Corporation" shall have the meaning set forth in the Charter. 


        "Series A Preferred Stock" means the Series A Preferred Stock of the Corporation, par value $0.001 per share. 



        "Series A/B Director" shall have the meaning set forth in  Section 2.1(b)(ii). 


        "Series B Preferred Stock" means the Series B Preferred Stock of the Corporation, par value $0.001 per share. 


        "Series C Investors" means the Persons designated on Annex I hereto as
"Series C Investors" and any Transferee of such Persons who or which agrees in writing to be treated as a Series C Investor hereunder and to be bound by the terms and comply with all
applicable provisions hereof. 


        "Series C Investor Nominee" shall have the meaning set forth in  Section 3.6(c). 


        "Series C Investor Shares" means all Equity Securities of the Corporation held at any time during the teen of this Agreement by the
Series C Investors, 


        "Series C Preferred Stock" means the Series C Preferred Stock of the Corporation, par value $0.001 per share. 



        "Series D Investors" means the Persons designated on Annex I hereto as
"Series D Investors" and any Transferee of such Persons who or which agrees in writing to be treated as a Series D Investor hereunder and to be bound by the terms and comply with all
applicable provisions hereof. 


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        "Series D Preferred Stock" means the Series D Preferred Stock of the Corporation, par value $0.001 per share. 


        "Shares" means all Equity Securities held at any time during the term of this Agreement by any Stockholder. Any reference to a number of
"Shares" shall treat each share of Preferred Stock as the number of shares of Common Stock into which it is then convertible pursuant to the Charter and any warrants or convertible securities as the
number of shares of Preferred Stock or Common Stock for which it is then exercisable or convertible. 



        "Stockholders" means the stockholders identified on Annex I hereto, including without
limitation the holders of Common Stock, holders of Series A Preferred Stock, holders of Series B Preferred Stock, Series C Investors, Series D Investors and Management
Stockholders, and includes any transferee of any such Person who or which agrees in writing to be treated as a Stockholder hereunder pursuant to Section 3.1 and to be bound by the terms and
comply with all applicable provisions hereof, 



        "Subsidiary" means, with respect to any Person, any other Person the majority of whose Equity Securities or voting securities are directly
or indirectly owned or controlled by such Person. 


        "Tag-Along-Notice" shall have the meaning set forth in Section 3.4(c). 


        "Termination Date" means the earlier to occur of: (i) the closing of a QIPO and (ii) the closing of a Liquidation. 



        "Third Party" means, with respect to any Stockholder, any Person that is not (i) the Corporation or (ii) a member of the
Group of such Stockholder. 


        "Transfer" means to sell, transfer, assign, pledge, hypothecate or otherwise dispose of Shares, either voluntarily or involuntarily and
with or without consideration excluding any (i) transfers to the Corporation by employees, consultants or other service providers of the Corporation upon a termination of employment or other
consulting or similar engagement or (ii) transfers to the Corporation by any Stockholders. 


        "Transferee" means any Person to whom a Stockholder shall Transfer Shares. 


        "Transferor" means any Person who Transfers Shares. 


ARTICLE II.  


 BOARD REPRESENTATION  


        2.1    Board Representation.    


        (a)   The
Corporation and the Stockholders shall take such corporate actions as may be required to ensure that (i) the number of directors constituting the Board is at
all times five (5), and (ii) the presence of three directors (including at least one director nominated under Section 2.1(b)(i) hereof) is
required to constitute a quorum of the Board. 


        (b)   Subject
to Section 2.1(c) below: 



          (i)  Insight
Venture Partners IV, L.P. and Insight Venture Partners (Cayman) IV, L.P. shall each be entitled: (A) to nominate one individual to the
Board to serve as directors (collectively, the "Insight Directors") until their respective successors are elected and qualified, (B) to nominate
each successor to the Insight Directors and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); 



         (ii)  the
holders of a majority of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class and on an as converted to Common
Stock basis, shall be entitled: (A) to nominate one individual to the Board to serve as a director (the "Series A/B Director") until his
or 



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her
successor is elected and qualified, (B) to nominate each successor to the Series A/B Director and (C) to direct the removal from the Board of any director nominated under the
foregoing clauses (A) or (B); 


        (iii)  the
holder(s) of a majority of all shares of Common Stock shall be entitled: (A) to nominate two individual(s) to the Board to serve as directors (the
"Common Stockholder Directors") until his or her successors are elected and qualified, (B) to nominate each successor to the Common Stockholder
Directors, and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); and 


        (iv)  one
authorized representative of Montagu Newhall shall be entitled to attend each meeting of the Board of Directors as an observer and shall be given timely notice of
the Board of Directors meeting in the same manner and at the same time that the directors of the Company are given notice of such meeting; providedthat
the Board of Directors, acting in the best interest of the Company or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion
thereof (including, without limitation, in order to protect confidential information not known by the observer or to protect the attorney-client privilege). Each such observer shall receive the same
written information (including, without limitation reports, financial statements and notices, but excluding any written information that may breach or waive a privilege) as is provided to the
directors in connection with such meeting; provided further that each such observer shall enter into a confidentiality and non disclosure agreement
acceptable to the Company if not already subject to such agreement. 




        (c)   Each
nomination or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to
such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of such notice, the Corporation shall take or cause to be taken such corporate
actions as may be reasonably required to cause the election or removal proposed in such notice. Such corporate actions may include calling a meeting or soliciting a written consent of the Board, or
calling a meeting or soliciting a written consent of the Stockholders. 


        (d)   The
Corporation shall execute and deliver a Director Indemnification Agreement, substantially in the form of that executed and delivered in favor of the initial Insight
Directors, in favor of any other Persons who shall become directors after the date hereof. 


        2.2    Voting Agreement.    



        Each
Stockholder shall vote all Shares held by such Stockholder for the election to the Board of all individuals nominated in accordance with  Section 2.1 and for the removal from the Board of all
directors proposed to be removed in accordance with  Section 2.1 and shall take all actions required on its behalf to give effect to the agreements set forth in this  Section 2.2. Each Stockholder shall use all reasonable efforts to cause each director originally nominated by such Stockholder to vote for the
election to the Board of all individuals nominated in accordance with Section 2.1. 



        2.3    Interim Director.    


        The
Corporation shall notify each Stockholder of the occurrence of any vacancy in any seat of the Board. If the Stockholders entitled to nominate a successor to fill such vacancy fail to
do so within 15 days after delivery of such notice, such vacancy may be filled in accordance with the By-laws of the Corporation until a successor has been nominated and elected to
the Board in accordance with Sections 2.1 and 2.2. 



        2.4    Committees; Subsidiaries.    


        (a)   Each
Stockholder shall use all reasonable efforts to cause each director of the Corporation nominated by such Stockholder to take such corporate actions as may be
reasonably required to ensure 


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that
(i) the Board has at all times a compensation committee and an audit committee and (ii) one director nominated under  Section 2.1(b)(i) shall be appointed to each such committee. The
Compensation Committee shall approve all increases in executive compensation,
executive bonuses and all option grants (including the vesting schedules with respect to such option grants). The Audit Committee shall approve the engagement of the Corporation's auditors and approve
the audit prior to its issuance each year. 


        (b)   The
Corporation and each Stockholder shall take, and each Stockholder shall use all reasonable efforts to cause each director of the Corporation nominated by such
Stockholder to take, such corporate actions as may be reasonably required to ensure that the composition of the board of directors of all direct and indirect Subsidiaries of the Corporation is
identical to the composition of the Board. 


        2.5    Meetings; Expenses; Compensation.    


        (a)   Corporation
shall convene meetings of the Board at least once every three months. Upon any failure by the Corporation to convene any meeting required by this paragraph,
a director nominated under Section 2.1(b)(i) shall be empowered to convene such meeting. 



        (b)   The
Corporation shall reimburse each director and observer who is not an employee of the Corporation for his or her reasonable out-of-pocket
expenses (including travel) incurred in connection with the attendance of meetings of the Board or any committee thereof or the performance of his or her duties. 


        2.6    Protective Provisions.    


        As
long as at least twenty percent (20%) of the Series C Investor Shares outstanding as of the Original Series C Issue Date (as defined in the Charter) remain outstanding,
the Corporation shall not take, nor shall it permit any of its Subsidiaries to take, after the Original Series C Issue Date, any of the following actions without the prior written approval of
the holders of a majority of all outstanding Series C Investor Shares: 


        (a)   (A)
issue or authorize any options (other than options or other convertible securities (not to exceed 1,113,232 options or convertible securities) issued pursuant to any
of the Corporation's stock incentive plans), or (B) issue or authorize any Equity Securities, warrants, or options (other than as set forth in (A) above) or other rights to purchase
Equity Securities of the Corporation, or (C) issue any stock appreciation or similar rights, (D) create a bonus plan or program or issue any bonuses or agree to issue bonuses, the
payment of which is contingent upon the occurrence of a Liquidation, change of control or similar event, or (E) redeem, repurchase or acquire any debt or Equity Securities (other than the
Series C Investor Shares, repurchases upon termination of service or employment of consultants, directors, or employees pursuant to equity restriction agreements or the exercise by the
Corporation of contractual rights of first refusal); 


        (b)   take
any action that could result in a Liquidation; 


        (c)   effect
any acquisition by the Corporation of any business (whether by purchase of stock or assets) for consideration in excess of $250,000, not included in the annual
operating budget; 


        (d)   incur
or have outstanding any indebtedness for borrowed money in an amount greater than $250,000 in the aggregate; 


        (e)   effect
any changes in the Charter, By-laws, or other governing documents of the Corporation; 


        (f)    effect
the sale of a material part of the Corporation or effect any sales, leases, pledging or other dispositions of assets outside the ordinary course of business; 



        (g)   make
any material deviation from the annual operating budget and business plans approved by the Board, including at least one Insight Director; 


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        (h)   make
investments in any other Person; 


        (i)    alter
the size of the Board; 


        (j)    agree
to or take any action which may alter, adversely affect or amend the preferences, privileges or rights of the Series C Investor Shares or create any class
of securities that is senior to or pari passu with the Series C Investor Shares; 


        (k)   declare
or pay any dividends (other than with respect to the Series C Investor Shares); 


        (l)    grant
any exclusive rights to any intellectual property of the Corporation; 


        (m)  grant
any exclusive distribution rights; 


        (n)   make
any amendment to the provisions of this Section 2.6; or 


        (o)   agree
to take any of the foregoing actions. 


ARTICLE III.  


 SHARES  


        3.1    Future Stockholders.    



        The
Corporation shall require each Person that acquires Equity Securities entitling them either directly or indirectly to hold more than five percent (5%) of the Common Stock of the
Corporation (on a fully-diluted basis) after the date hereof, as a condition to the effectiveness of such acquisition, to execute a counterpart to this Agreement, agreeing to be treated as
(a) a "Series C.Investor", if such Person acquires such Equity Securities from a Series C Investor or, subject to  Section 2.2(a) hereof, acquires shares of the Corporation's
authorized but unissued shares of Series C Preferred Stock (or any series
thereof) directly from the Corporation (and as a "Series C Investor", such Person shall also be a "Stockholder" hereunder); or (b) a "Series D Investor", if such Person acquires
such Equity Securities from a Series D Investor or, subject to Section 2.2(a) hereof, acquires shares of the Corporation's authorized but
unissued shares of Series D Preferred Stock (or any series thereof) directly from the Corporation (and as a "Series D Investor", such Person shall also be a "Stockholder" hereunder); or
(c) a "Stockholder", if such Person acquires Equity Securities from a Stockholder or such Person
acquires Equity Securities directly from the Corporation, and such Person is not addressed by clauses (a) or (b) above, whereupon such Person shall be bound by, and entitled to the
benefits of and the provisions of this Agreement relating to Series C Investors, Series D Investors, or Stockholders, as the case may be. The Stockholders (other than Series C
Investors) agree to take all actions to permit the Corporation to comply with all of its obligations under all agreements with the Series C Investors (including authorization of sufficient
Equity Securities to permit conversion of Series C Investor Shares in accordance with the Charter or the exercise of any warrants or other convertible securities (including convertible notes)). 


        3.2    Limitations on Transfers.    


        (a)   No
Transfer of any Shares by any Stockholder shall become effective unless and until the Transferee (unless already subject to this Agreement) executes and delivers to
the Corporation a counterpart to this Agreement, agreeing to be treated in the same manner as the Transferring Stockholder. Upon such Transfer and such execution and delivery, the Transferee shall be
bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Shares in the same manner as the transferring Stockholder. Any Transfer of Shares by any Stockholder not in
accordance with this paragraph shall be void. If not otherwise a party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof among the Corporation and the other
parties thereto (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"), each Stockholder shall comply and be
bound by Section 5 of the Registration Rights Agreement. 


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        (b)   No
Stockholder shall be permitted to Transfer any Shares in connection with a Liquidation or participate in any transaction constituting a Liquidation unless all of the
holders of Series C Investor Shares receive the appropriate amounts that they are entitled to receive pursuant to the Charter in connection with a Liquidation. In the event of a Liquidation,
each Stockholder shall use his, her or its best efforts to ensure that the holders of the Series C Investor Shares receive (out of the proceeds of such Liquidation distributable to the
Corporation's stockholders) the appropriate amount that they are entitled to receive pursuant to the Charter in connection with a Liquidation. 


        (c)   Each
Stockholder that is an entity that was formed for the sole purpose of directly or indirectly acquiring Shares or that has no substantial assets other than Shares or
direct or indirect interests in Shares agrees that (i) certificates for shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for
shares of common stock or other equity interests in any similar entities controlling such entity) will note the restrictions contained in this Agreement on the restrictions on transfer of shares as if
such common stock or other equity interests were Shares and (ii) no shares of such common stock or other equity interests may be transferred to any person other than in accordance with the
terms and provisions of this Agreement as if such common stock or other equity interests were Shares. 


        3.3    Right of First Refusal.    


        (a)   If
any Stockholder (other than a holder of Series C Investor Shares that is proposing to Transfer Shares to a Non-Competitor) (the
"First Offeror") proposes to Transfer any Shares to any Third Party, the First Offeror shall, before such Transfer: 



          (i)  Deliver
to the Corporation and the Rights Holders an offer (the "First Offer") to Transfer such Shares upon the terms
set forth in this Section 3.3(a), including (A) the number of Shares to which the First Offer relates (the
"Offered Shares") and the name of the First Offeror, (B) the name and address of the proposed offeree (the "First
Offeree"), (C) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such
information available to the First Offeror as may be reasonably necessary for the Corporation and the Rights Holders to properly analyze the economic value and investment risk of such noncash
consideration) and the terms and conditions of payment offered. 


         (ii)  The
Rights Holders shall have the first right and option, for a period of ten (10) days after delivery of the First Offer by the First Offeror, to accept all or
any portion of the Offered Shares at the purchase price and on the terms stated in the First Offer. Any Rights Holder may accept the First Offer and purchase its Pro Rata Amount (based on the number
of Shares held by all Rights Holders (other than the First Offeror)) of all Offered Shares (with respect to each Rights Holder, its "Full Allotment") by
delivering to the First Offeror a notice (the "Acceptance Notice") in writing within such ten day period. Each Rights Holder purchasing its Full
Allotment may also accept the First Offer and purchase its Pro Rata Amount (based on the number of Shares held by all Rights Holders purchasing their Full Allotments) of any Shares not so purchased.
If the Rights Holders do not elect to purchase all of the Offered Shares, the Corporation shall then have the right or option, for a period of ten (10) days after the expiration of the
10-day period above to accept in writing all or any of the Offered Shares not accepted by the Rights Holders (with respect to the Corporation, its "Full
Allotment") at the purchase price and on the terms stated in the First Offer. 


        (iii)  The
First Offeror may Transfer any or all of the Offered Shares not purchased by the Rights Holders or the Corporation, on terms and conditions no more favorable to
the First Offeree than are described in the First Offer, within 60 days after expiration of the Acceptance Period. If such Transfer is not made within such 60-day period, the
restrictions provided for in this Section 3.3 shall again become effective. 



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        (b)   For
purposes of this Section 3.3, each Rights Holder may aggregate his, her or its Pro Rata Amount among other
Rights Holders in his, her or its Group to the extent that such other Rights Holders in his, her or its Group do not elect to purchase their respective Pro Rata Amounts. 



        3.4    Co-Sale Rights.    


        (a)   If
any Stockholder (the "Co-Sale Offeree") other than a Management Stockholder receives an offer to Transfer
any Shares to any Third Party (the "Co-Sale Offeror"), the Co-Sale Offeree shall, at least 30 days before such Transfer: 



          (i)  Deliver
a notice (the "Co-Sale Notice") to the Rights Holders other than the Management Stockholders that
sets forth substantially the same information as the First Offer in Section 3.3(a)(i) hereof; provided, however, that such Co-Sale Notice shall indicate that the
Co-Sale Offeror has been informed of the co-sale rights provided for in this Section 3.4and has agreed to purchase Shares
in accordance with the terms hereof. 


         (ii)  The
Co-Sale Offeree shall not Transfer any Shares to the Co-Sale Offeror unless the Rights Holders are permitted to Transfer their respective
Pro Rata Amount (based upon the aggregate number of Shares of the Corporation outstanding at such time and held by all Rights Holders (other than the Co-Sale Offeror)) of the aggregate
number of Shares to which the -Co-Sale Offer relates. 




        (b)   The
Co-Sale Offeree shall, in addition to complying with the provisions of this Section 3.4, comply
with the other provisions of this Article III (it being understood that the notice contemplated by Section 3.3(a)(i) and the
Co-Sale Notice contemplated by this Section 3.4 may be included in a single notice). 



        (c)   Within
30 days after delivery of the Co-Sale Notice, each Rights Holder may elect to participate in the proposed Transfer by delivering to such
Co-Sale Offeree a notice (the "Tag-Along Notice") specifying the number of Shares (up to his, her or its Pro Rata Amount (based
upon the aggregate number of Shares of the Corporation outstanding at such time) with respect to which such Rights Holder shall exercise his, her or its rights under this  Section 3.4. For purposes
of this Section 3.4, each Rights Holder may aggregate his, her
or its Pro Rata Amount among other Rights Holders in his, her or its Group to the extent that such other Rights Holders in his, hers or its Group do not elect to sell their respective Pro Rata
Amounts. 


        (d)   Any
Shares requested to be included in any Co-Sale Notice shall be Transferred on at least the same terms and conditions as are set forth in the
Co-Sale Notice. 


        (e)   The
Co-Sale rights contained in this Section 3.4 shall not apply to Transfers made to members of the
Transferor's Group, provided that the Transferee agrees to be bound by the restrictions of this Agreement. 


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        3.5    Preemptive Rights.    


        (a)   If
the Corporation proposes to offer New Securities to any Person, the Corporation shall, before such offer, deliver to the Rights Holders an offer (the
"Offer") to issue to the Rights Holders, such New Securities upon the terms set forth in this  Section 3.5. The Offer shall state that the Corporation
proposes to issue New Securities and specify their number and terms (including purchase
price). The Offer shall remain open and irrevocable for a period of 30 days (the "First Offer Period") from the date of its delivery. 


        (b)   Each
Rights Holder may accept the Offer by delivering to the Corporation a notice (the "Purchase Notice") within the
First Offer Period. The Purchase Notice shall state the number (the "First Offer Number") of New Securities such Rights Holder desires to purchase. If
the sum of all First Offer Numbers exceeds the number of New Securities, the New Securities shall be allocated among the Rights Holders that delivered a Purchase Notice in accordance with their
respective Pro Rata Amount (based on the aggregate number of Shares of the Corporation outstanding at the time of the Offer and held by all Rights Holders). 


        (c)   The
issuance of New Securities to the Rights Holders who delivered a Purchase Notice shall be made on a business day, as designated by the Corporation, not less than 10
and not more than 30 days after expiration of the First Offer Period on those terms and conditions of the Offer not inconsistent with this  Section 3.5. 


        (d)   If
the number of New Securities exceeds the sum of all First Offer Numbers, the Corporation may issue such excess or any portion thereof on the terms and conditions of
the Offer to any Person within 90 days after expiration of the First Offer Period. If such issuance is not made within such 90-day period, the restrictions provided for in this
Section 3.5 shall again become effective. 


        (e)   For
purposes of this Section 3.5, each Rights Holder may aggregate his, her or its Pro Rata Amount among other
Rights Holders in his, her or its Group to the extent that other Rights Holders in his, her or its Group do not elect to purchase their respective Pro Rata Amounts. 


        3.6    Approved Sale; Sale of the Corporation.    



        (a)   At
any time that the Majority Holders propose a Sale of the Corporation, such Majority Holders shall be entitled to deliver notice to the Corporation that such Majority
Holders desire the Corporation and/or the Stockholders to enter into agreements with one or more Persons that would result in a Sale of the Corporation (an "Approved
Sale"), whereupon all Stockholders and the Corporation shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as
(A) a merger or consolidation of the Corporation, each Stockholder shall, and hereby agrees to, waive any dissenter's rights, appraisal rights or similar rights in connection with such merger
or consolidation and instruct the Board to vote in favor of such Approved Sale, or (B) a sale of shares of capital stock, each Stockholder shall, and hereby agrees to, agree to sell their
Shares on the terms and conditions approved by such Majority Holders. All Stockholders and the Corporation shall take all necessary and desirable actions in connection with the consummation of the
Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide the representations, warranties, indemnities, covenants,
conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (2) to effectuate the allocation and distribution of the aggregate consideration upon the
Approved Sale as set forth below. The Stockholders shall not be required to comply with, and shall have no rights under, Section 3.1 through  3.5 in
connection with any Approved Sale. 


        (b)   The
Corporation shall provide the Stockholders with written notice of any Approved Sale at least ten (10) days prior to the consummation thereof. Upon the
Consummation of the Approved Sale, each Stockholder shall receive the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate
consideration (in the case of an asset 


10







 



sale,
after payment or provision for all liabilities) has been distributed by the Corporation in a Liquidation; and 



          (i)  if
any Stockholders of a class of Shares are given an option as to the form and amount of consideration to be received with respect to Shares in a class, all holders of
Shares of such class will be given the same option; 


         (ii)  no
Stockholder shall be obligated to pay more than his or its pro rata amount of reasonable expenses incurred (based on the proportion of the aggregate transaction
consideration received) in connection with a consummated Approved Sale to the extent such expenses are incurred for the benefit of all Stockholders and are not otherwise paid by the Corporation or the
acquiring party (expenses incurred by or on behalf of a Stockholder for its or his sole benefit not being considered expenses incurred for the benefit of all Stockholders); and 


        (iii)  in
the event that the Stockholders are required to provide any representations, warranties or indemnities in connection with an Approved Sale (other than
representations, warranties and indemnities on a several basis concerning each Stockholder's valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each
Stockholder's authority, power, and right to enter into and consummate agreements relating to such Approved Sale without violating applicable law
or any other agreement), then each Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any
liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and such liability shall not exceed the total purchase price received by such
Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such
liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Stockholder. 




        (c)   Each
Stockholder and the Corporation hereby grants an irrevocable proxy and power of attorney to any nominee of the majority of all the outstanding Series C
Investor Shares (which nominee may be a Series C Investor) (the "Series C Investor Nominee") to take all necessary actions and execute and
deliver all documents deemed necessary and appropriate by such Person to effectuate the consummation of any Approved Sale. The Stockholders hereby indemnify, defend and hold the Series C
Investor Nominee harmless (severally in accordance with their pro rata share of the consideration received in any such Approved Sale (and not jointly and severally)) against all liability, loss or
damage, together with all reasonable costs and expenses (including reasonable legal fees and expenses), relating to or arising from its exercise of the proxy and power of attorney granted hereby. 


ARTICLE IV.  


 MISCELLANEOUS  


        4.1    Termination.    



        This
Agreement shall automatically terminate and be of no further force or effect as of the Termination Date. 


11







 



        4.2    Legend on Stock Certificates.    


        Each
certificate representing shares of capital stock that are subject to this Agreement shall bear a legend substantially in the following form: 



	

"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT DATED NOVEMBER
8, 2006 AMONG EXACTTARGET, INC. AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK, AS AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF EXACTTARGET, INC."






        4.3    Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury
Trial.    


        Other
than with respect to matters relating to the internal governance of the Corporation, this Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to any law or rule that would cause the laws of any jurisdiction other than the State of New York to be applied. All matters which are the subject of this Agreement
relating to matters of internal governance of the Corporation shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to any law or rule that would
cause the laws of any jurisdiction other than the State of Delaware to be applied. 


        ANY
ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT AND ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH COURTS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING. EACH OF THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR
PROCEEDING IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR THE SOUTHERN DISTRICT OF NEW YORK AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN ANY INCONVENIENT FORUM. ANY JUDGMENT MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. 


        EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 


        4.4    Severability.    



        It
is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason,
such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without 


12







 



invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 


        4.5    Assignments; Successors and Assigns.    


        Except
in connection with any Transfer of Shares in accordance with this Agreement, the rights of each party under this Agreement may not be assigned. This Agreement shall bind and inure
to the benefit of the parties and their respective successors, permitted assigns, legal representatives and heirs. 


        4.6    Amendments; Waivers.    


        This
Agreement may only be modified or amended by an instrument in writing signed by (i) the Corporation, (ii) the holders of at least a majority of the outstanding
Series C Investor Shares and (iii) the holders of at least a majority of the Shares held by Stockholders other than the Series C Investors (voting together as a single class). Any
waiver of any provision of this Agreement requested by any party hereto must be granted in advance, in writing by the party granting such waiver. The holders of a majority of all then outstanding
Series C Investor Shares may grant a waiver or effect any modification or amendment on behalf of all holders of Series C Investor Shares and the holders of a majority of all then
outstanding Shares (other than the Series C Investor Shares) may grant a waiver or effect any modification or amendment on behalf of all Stockholders (other than the Series C Investors).
Any amendment and restatement of this Agreement made in accordance with this Section 4.6 shall be deemed adopted by, binding upon, and
enforceable against each and every Stockholder, regardless of whether the Corporation obtains each such Stockholder's signature to an amended and restated agreement. 


        4.7    Notices.    


        All
notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by
telecopy, nationally-
recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may
hereafter be designated in writing by such party to the other parties: 



          (i)  if
to the Corporation, to: 




ExactTarget, Inc.

20 N. Meridian Street, Suite 200

Indianapolis, IN 46204

Telephone: (317) 275-5440

Facsimile: (317) 275-5440

Attention: Scott Dorsey 




with
a copy to: 



Ice
Miller

One American Square

P.O. Box 82001

Indianapolis, IN 46282

Telephone: (317) 236-2394

Attention: Steven K. Humke 





         (ii)  if
to the Stockholders, to their respective addresses set forth on Annex Ihereto: 



with
a copy, in the case of the Series C Investors, to: 



O'MELVENY &
MYERS LLP

Times Square Tower






13







 



7
Times Square

New York, New York 10036

Telephone: 212-326-2000

Facsimile: 212-326-2061

Attn: Ilan S. Nissan, Esq. 




and,
with a copy, in the case of the Series D Investors, to: 



DLA
Piper US LLP

6225 Smith Avenue

Baltimore MD 21209-3600

Telephone: (410) 580-4264

Attention: Wil Sirota 






        All
such notices, requests, consents and other communications shall be deemed to have been delivered (a) in the case of personal delivery or delivery by telecopy, on the date of
such delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next business day following such dispatch and (c) in the case of mailing, on the third
business day after the posting thereof. 


        4.8    Headings.    



        The
headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 


        4.9    Nouns and Pronouns.    


        Whenever
the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include
the plural and vice versa. 


        4.10    Entire Agreement.    


        This
Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect to such
subject matter, The parties hereto represent and warrant that there are no other agreements or understandings regarding any of the subject matter hereof other than as set forth herein and covenant not
to enter into any such agreements or understandings after the date hereof except pursuant to an amendment, modification or waiver of the provisions of this Agreement. 



        4.11    Counterparts.    


        This
Agreement may be executed in any number of original or facsimile counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. 


        4.12    Voting on "As Converted" Basis.    



        Any
provision hereof that entitles any holders of shares of Preferred Stock to consent or vote upon any matter, or take any action, based upon an "as converted" or similar basis shall be
determined without giving effect to any conversion in respect of accrued and unpaid dividends thereon. 


[SIGNATURE
PAGES FOLLOW] 


14










        IN WITNESS WHEREOF, the undersigned parties have executed this Amended and Restated Stockholders' Agreement to be effective as of the date
first written above. 



	 	 	"COMPANY"
	

 	
 	

EXACTTARGET, INC.
	

 	
 	

By:	
 	

/s/ Scott Dorsey






	 	 	 	 	Name:	 	Scott Dorsey
	 	 	 	 	Title:	 	CEO




Counterpart Signature Page to Amended and Restated Stockholders' Agreement









	 	 	"SERIES D INVESTORS"
	

 	
 	

MONTAGU NEWHALL GLOBAL PARTNERS II, L.P.
	

 	
 	

By:	
 	

Montagu Newhall Global Partners II, L.P., its General Partner
	

 	
 	

By:	
 	

/s/ Jim Lim






	 	 	 	 	Name:	 	Jim Lim
	 	 	 	 	Title:	 	Managing Member
	

 	
 	

MONTAGU NEWHALL GLOBAL PARTNERS II-A, L.P.
	

 	
 	

By:	
 	

Montagu Newhall Global Partners II, L.P., its General Partner
	

 	
 	

By:	
 	

/s/ Jim Lim

	 	 	 	 	Name:	 	Jim Lim
	 	 	 	 	Title:	 	Managing Member
	

 	
 	

MONTAGU NEWHALL GLOBAL PARTNERS II-B, L.P.
	

 	
 	

By:	
 	

Montagu Newhall Global Partners II, L.P., its General Partner
	

 	
 	

By:	
 	

/s/ Jim Lim

	 	 	 	 	Name:	 	Jim Lim
	 	 	 	 	Title:	 	Managing Member




Counterpart Signature Page to Amended and Restated Stockholders' Agreement









	 	 	MONTAGU NEWHALL GLOBAL PARTNERS III, L.P.
	

 	
 	

By:	
 	

Montagu Newhall Global Partners II, L.P., its General Partner
	

 	
 	

 	
 	

By:	
 	

Montagu Newhall Global Partners, III, L.L.C., its General partner
	

 	
 	

By:	
 	

/s/ Jim Lim

	 	 	 	 	Name:	 	Jim Lim
	 	 	 	 	Title:	 	Managing Member
	

 	
 	

MONTAGU NEWHALL GLOBAL PARTNERS III-A, L.P.
	

 	
 	

By:	
 	

Montagu Newhall Global Partners II, L.P., its General Partner
	

 	
 	

 	
 	

By:	
 	

Montagu Newhall Global Partners, III, L.L.C., its General partner
	

 	
 	

By:	
 	

/s/ Jim Lim

	 	 	 	 	Name:	 	Jim Lim
	 	 	 	 	Title:	 	Managing Member
	

 	
 	

MONTAGU NEWHALL GLOBAL PARTNERS III-B, L.P.
	

 	
 	

By:	
 	

Montagu Newhall Global Partners II, L.P., its General Partner
	

 	
 	

 	
 	

By:	
 	

Montagu Newhall Global Partners, III, L.L.C., its General partner
	

 	
 	

By:	
 	

/s/ Jim Lim

	 	 	 	 	Name:	 	Jim Lim
	 	 	 	 	Title:	 	Managing Member




Counterpart Signature Page to Amended and Restated Stockholders' Agreement









	 	 	"SERIES C INVESTORS":
	

 	
 	

INSIGHT VENTURE PARTNERS IV, L.P.
	

 	
 	

By:	
 	

Insight Venture Associates IV, L.L.C., its General Partner
	

 	
 	

By:	
 	

/s/ Jeff Horing

	 	 	 	 	Name:	 	Jeff Horing
	 	 	 	 	Title:	 	 
	

 	
 	

INSIGHT VENTURE PARTNERS (CAYMAN) IV, L.P.
	

 	
 	

By:	
 	

Insight Venture Associates IV, L.L.C., its General Partner
	

 	
 	

By:	
 	

/s/ Jeff Horing

	 	 	 	 	Name:	 	Jeff Horing
	 	 	 	 	Title:	 	 
	

 	
 	

INSIGHT VENTURE PARTNERS IV (CO-INVESTORS), L.P.
	

 	
 	

By:	
 	

Insight Venture Associates IV, L.L.C., its General Partner
	

 	
 	

By:	
 	

/s/ Jeff Horing

	 	 	 	 	Name:	 	Jeff Horing
	 	 	 	 	Title:	 	 
	

 	
 	

INSIGHT VENTURE PARTNERS IV (FUND B), L.P.
	

 	
 	

By:	
 	

Insight Venture Associates IV, L.L.C., its General Partner
	

 	
 	

By:	
 	

/s/ Jeff Horing

	 	 	 	 	Name:	 	Jeff Horing
	 	 	 	 	Title:	 	 




Counterpart Signature Page to Amended and Restated Stockholders' Agreement









	 	 	MEMPHIS BAY POINT PARTNERS
	

 	
 	

By:	
 	

/s/ E. Lee Giovanetti

	

 	
 	

 	
 	

Name:	
 	

E. Lee Giovanetti

	

 	
 	

 	
 	

Title:	
 	

Managing Partner

	

 	
 	

REBECCA W. WILSON
	

 	
 	

/s/ Rebecca W. Wilson
 Rebecca W. Wilson
	

 	
 	

D. CANALE & COMPANY
	

 	
 	

By:	
 	

/s/ Michael A. Robinson

	

 	
 	

 	
 	

Name:	
 	

Michael A. Robinson

	

 	
 	

 	
 	

Title:	
 	

President





Counterpart Signature Page to Amended and Restated Stockholders' Agreement








Annex I  


STOCKHOLDERS  


"SERIES
C INVESTORS"; 


INSIGHT
VENTURE PARTNERS IV, L.P.

680 Fifth Avenue

New York, New York 10019

Telephone: 212-230-9200

Facsimile: 212-230-9272

Attn: Scott Maxwell 


INSIGHT
VENTURE PARTNERS

(CAYMAN) IV, L.P.

680 Fifth Avenue

New York, New York 10019

Telephone: 212-230-9200

Facsimile: 212-230-9272

Attn: Scott Maxwell 


INSIGHT
VENTURE PARTNERS IV

(CO-INVESTORS), L.P.

680 Fifth Avenue

New York, New York 10019

Telephone: 212-230-9200

Facsimile: 212-230-9272

Attn: Scott Maxwell 


INSIGHT
VENTURE PARTNERS IV

(FUND B), L.P.

680 Fifth Avenue

New York, New York 10019

Telephone: 212-230-9200

Facsimile: 212-230-9272

Attn: Scott Maxwell 


"SERIES
D INVESTORS": 


Montagu
Newhall Global Partners II, L.P.

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

Attn: Matt Buckley 


Montagu
Newhall Global Partners II-A,L.P.

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

Attn: Matt Buckley 



Montagu
Newhall Global Partners II-B, L.P.

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

Attn: Matt Buckley 


Montagu
Newhall Global Partners III, L.P.

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

Attn: Matt Buckley 








Montagu
Newhall Global Partners 111-A, L.P.

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

Attn: Matt Buckley 


Montagu
Newhall Global Partners III-B, L.P.

100 Painters Mill Road, Suite 700

Owings Mills, MD 21117

Attn: Matt Buckley



Memphis
Bay Point Partners

6075 Poplar Avenue, Suite 700

Memphis, TN 38119

Attn: Lee Giovannetti 


Rebecca
W. Wilson

4863 River Garden Cove

Memphis, TN 38119



D.
Canale & Company

c/o Mr. Mike Robinson

39 South Main Street, Suite 2099

Memphis, TN 38102 


OTHER
STOCKHOLDERS: 



Scott
Dorsey

6405 Landborough N. Dr.

Indianapolis, TN 46220 


Christopher
Baggott

2720 E. Fairway Village Drive

Greenfield, IN 46140 


Peter
McCormick

426 Park Avenue

Mahtomedi, MN 55155 


Robert
A. Compton

2847 Keasler Circle West

Germantown, TN 38139 


William
K. Boncosky

5245 N. New Jersey Street

Indianapolis, IN 46220 


William
A, Boncosky

3585 Bay Road North Drive

Indianapolis, IN 46240 


Thomas
Burns

2654 Fairway Village Dr.

Greenfield, IN 46140 


Kurt
M. Vetters

903 Fairway Village Blvd.

Greenfield, IN 46140 


Nicholas
L. Tuttle c/o Techniks, Inc.

9930 56th Street

Indianapolis, IN 46236 








John
Michael Irons

2802 W. 96th Street

Indianapolis, IN 46268 


Dr. James
T. Anderson

1302 Bittersweet Drive

Greenfield, IN 46140 


Brian
F. Cooke

8888 Keystone Crossing Suite 200

Indianapolis, IN 46240 


Skip
O'Neill

1650 N.W. 9151 Place

Portland, OR 97229 


Eric
Mahlum

17794 NW Solano Ct.

Portland, OR 97229 


Donald
A. Dorsey

42029 N. Astoria Way

Anthem, AZ 85086 


Robert
J. Thomas

5495 Ridgewood Cove

Minnetrista, MN 55364 


Mark
Dinwiddie

1002 E. 81st Street

Indianapolis, IN 46240 



Douglas
W. Cline

306 Abbedale Ct.

Carmel, IN 46032 


Benjamin
W. Timby

c/o WebExcellence

7042 Thousand Oaks Lane

Indianapolis, IN 46214 


John
H. Hurley

c/o WebExcellence

13833 Mill Stream Ct.

Carmel, IN 46032 


Todd
Dorsey

4212 Honeysuckle Lane

Zionsville, IN 46077 


Sean
G. Ryan

1392 Madison Court

Mt. Pleasant, SC 29466 


Jim
Cloutier

13629 46'h St. NE

St. Michael, MN 55376 


David
A. Boncosky

8001 N. Illinois

Indianapolis, IN 46260 








Mark
Goble

c/o Goble and Associates

One East Wacker Drive

Chicago, IL 60601 


Scott
S. McCorkle

10078 Bent Tree Lane

Fishers, IN 46038 


Darrell
Wayne Poole

6862 Clubside Drive

Loveland, OH 45140