GFI SOFTWARE S.A. [•] COMMON SHARES, NOMINAL VALUE €0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2013 • GFI Software S.A. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of September 14, 2011, among GFI SOFTWARE S.À R.L., TV GFI HOLDING COMPANY S.À R.L., The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of September 14, 2011, among GFI SOFTWARE S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 and having a share capital of €1,105,788.06, TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 and having a share capital of €25,000.00, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
DATED JUNE 18, 2012 GFI SOFTWARE LIMITED PAUL GOODRIDGEService Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • England
ContractCredit Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • New York
FIRST AMENDMENT AND WAIVER dated as of December 20, 2011 (this “Agreement”), to the CREDIT AGREEMENT dated as of September 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GFI SOFTWARE S.À R.L., a société à responsabilité limitéé having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 and having a share capital of €1,105,788.06 (“Holdings”), TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitéé having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 and having a share capital of €25,000.00 (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ContractCredit Agreement • August 16th, 2013 • GFI Software S.A. • Services-prepackaged software • New York
FOURTH AMENDMENT dated as of March 13, 2013 (this “Amendment”), to the CREDIT AGREEMENT dated as of September 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GFI SOFTWARE S.A. (formerly known as GFI SOFTWARE S.À R.L.), a société anonyme having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 (“Holdings”), TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
GFI CONTRACT OF EMPLOYMENTContract of Employment • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software
This Contract of Employment comprising this “Required Information” page together with the attached Schedule entitled “Terms and Conditions of Employment” annexed and subscribed as relative hereto is subscribed as follows:
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 20 between GFI Software S.A., a Luxembourg joint stock company (société anonyme), incorporated and existing under the laws of the Grand-Duchy of Luxembourg, having its registered office at 7A, rue Robert Stümper, L-2557 Luxembourg, registered with the Luxembourg Trade and Companies’ Register, under number B 147.127 (the “Company”), and (“Indemnitee”).
REQUIRED INFORMATIONEmployment Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • England
This Contract of Employment comprising this “Required Information” page together with the attached Schedule entitled “Terms and Conditions of Employment” annexed and subscribed as relative hereto is subscribed as follows:
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE INSIGHT FUNDS NAMED HEREIN, THE BESSEMER FUNDS NAMED HEREIN, THE GREENSPRING FUNDS NAMED HEREIN, THE INVESTORS ON SCHEDULE A HERETO, AND GFI SOFTWARE S.A. Dated as of , 2012Registration Rights Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) is made, entered into and effective as of , 2012, by and among each of Insight Venture Partners IV, L.P., a Delaware limited partnership, Insight Venture Partners IV (Co-Investors), L.P., a Delaware limited partnership, Insight Venture Partners (Cayman) IV, L.P., a Cayman Islands limited partnership, Insight Venture Partners IV (Fund B), L.P., a Delaware limited partnership, Insight Venture Partners V, L.P., a Delaware limited partnership, Insight Venture Partners V (Employee Co-Investors), L.P., a Delaware limited partnership, Insight Venture Partners (Cayman) V, L.P., a Cayman Islands limited partnership, Insight Venture Partners VI, L.P., a Delaware limited partnership, Insight Venture Partners VI (Co-Investors), L.P., a Delaware limited partnership, and Insight Venture Partners (Cayman) VI, L.P., a Cayman Islands limited partnership (collectively, the “Insight Funds”, and together with any successors and affiliated funds, includi
ContractCredit Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • New York
SECOND AMENDMENT dated as of September 14, 2012 (this “Amendment”), to the CREDIT AGREEMENT dated as of September 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GFI SOFTWARE S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 and having a share capital of €1,106,249.64 (“Holdings”), TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 and having a share capital of €25,000.00 (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ContractIncremental Facility Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • New York
INCREMENTAL FACILITY AGREEMENT dated as of September 30, 2011 (this “Agreement”), among GFI SOFTWARE S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 and having a share capital of €1,105,788.06 (“Holdings”), TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 and having a share capital of €25,000.00 (the “Borrower”), BANK OF MONTREAL and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
ContractIncremental Facility Agreement • August 16th, 2013 • GFI Software S.A. • Services-prepackaged software • New York
INCREMENTAL FACILITY AGREEMENT dated as of April 30, 2013 (this “Agreement”), to the CREDIT AGREEMENT dated as of September 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GFI SOFTWARE S.A. (formerly known as GFI SOFTWARE S.À R.L.), a société anonyme having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 (“Holdings”), TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ContractCredit Agreement • August 16th, 2013 • GFI Software S.A. • Services-prepackaged software • New York
THIRD AMENDMENT dated as of February 8, 2013 (this “Amendment”), to the CREDIT AGREEMENT dated as of September 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GFI SOFTWARE S.A. (formerly known as GFI SOFTWARE S.À R.L.), a société anonyme having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B147127 (“Holdings”), TV GFI HOLDING COMPANY S.À R.L., a société à responsabilité limitée having its registered office at 7A, rue Robert Stümper, L - 2557 Luxembourg, registered with the Luxembourg register of trade and companies under number B156413 (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 20 between GFI Software S.A., a Luxembourg joint stock company (société anonyme), incorporated and existing under the laws of the Grand-Duchy of Luxembourg, having its registered office at 7A, rue Robert Stümper, L-2557 Luxembourg, registered with the Luxembourg Trade and Companies’ Register, under number B 147.127 (the “Company”), and (“Indemnitee”).
