EXECUTION COPY STOCKHOLDER AGREEMENTStockholder Agreement • November 6th, 2000 • Thayer Equity Investors Iii Lp • Services-prepackaged software • Delaware
AGREEMENT dated as of November 1, 2000, among Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Software AG Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Buyer”), Thayer Equity Investors III, L.P., a Delaware limited partnership (“Thayer Equity”), TC Co-Investors, LLC, a Delaware limited liability company (“TC Co-Investors” and, together with Thayer Equity, the “Thayer Stockholders”) and Daniel F. Gillis, an individual residing in Bethesda, MD (“Daniel F. Gillis”; each of the Thayer Stockholders and Daniel F. Gillis being referred to in this Agreement as a “Stockholder”).
