0001047469-12-009998 Sample Contracts

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 Agent
Credit 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.

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DATED JUNE 18, 2012 GFI SOFTWARE LIMITED PAUL GOODRIDGE
Service Agreement • November 2nd, 2012 • GFI Software S.A. • Services-prepackaged software • England
Contract
Credit 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.

GFI CONTRACT OF EMPLOYMENT
Contract 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 AGREEMENT
Form of Director 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 INFORMATION
GFI Software S.A. • November 2nd, 2012 • 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 , 2012
Registration 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

Contract
Credit 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.

Contract
Incremental 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”).

FORM OF OFFICER INDEMNIFICATION AGREEMENT
Form of Officer 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”).

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