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0001193125-12-008315 Sample Contracts

EAGLE PARENT, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8 5/8% Senior Notes due 2019 INDENTURE Dated as of May 16, 2011
Indenture • January 11th, 2012 • Epicor International Holdings, Inc. • New York

INDENTURE dated as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT by and among EAGLE PARENT, INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Dated as of May 16, 2011
Registration Rights Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2011, by and among Eagle Parent, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Company’s 8 5/8% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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CREDIT AGREEMENT Dated as of May 16, 2011 among EAGLE PARENT, INC., as the Borrower, EGL HOLDCO, INC., as Holdings, ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER &...
Credit Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 16, 2011, among EAGLE PARENT, INC., a Delaware corporation (the “Borrower”), EGL HOLDCO, INC., a Delaware corporation (“Holdings”), ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

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EPICOR SOFTWARE CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 5, 2012, by and between Epicor Software Corporation (f/k/a Eagle Parent, Inc.), a Delaware corporation (the “Company”), and Pervez Qureshi (the “Executive”).

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HM COOP LLC (A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 18, 2000
Limited Liability Company Agreement • January 11th, 2012 • Epicor International Holdings, Inc.

This Limited Liability Company Agreement (this “Agreement”) of HM Coop LLC (the “LLC”), dated as of February 18, 2000, is made by Hicks, Muse, Tate & Furst Equity Fund III, L.P. and HM3 Coinvestors, L.P., as the members of the LLC (the “Members”).

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RESTRICTED UNIT AGREEMENT
Restricted Unit Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • Delaware

This RESTRICTED UNIT AGREEMENT (this “Agreement”) is made as of (“Date of Grant”), between Eagle Topco LP, a Delaware limited partnership (the “Partnership”), and (the “Executive”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 9, 2011, by and among the Partnership and the partners from time to

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 11th, 2012 • Epicor International Holdings, Inc. • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”), dated and effective as of , is by and among Epicor Software Corporation, a Delaware corporation (“Epicor”), Activant Group, Inc., a Delaware corporation (“Activant”), Eagle Parent, Inc., a Delaware corporation (“Parent”), EGL Holdco, Inc., a Delaware corporation (“Holdco”), Eagle Midco, Inc., a Delaware corporation (“Midco”), Eagle GP, Inc., a Delaware corporation (“GP”, and together with Epicor, Activant, Parent, Holdco and Midco, the “Companies”), and (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 1 hereof.

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