0000891618-03-005280 Sample Contracts

SUPPORT AGREEMENT

Support Agreement • October 17th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware

• Contract Type
  Support Agreement
• Filed
  October 17th, 2003
• Company
  Business Objects Sa
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This SUPPORT AGREEMENT (this “Agreement”), is entered into as of October 15, 2003 by and among Business Objects S.A., a societe anonyme organized under the laws of the Republic of France (“Parent”), Borg Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 2”), Borg Merger Sub III, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 3” and, collectively with Merger Sub 1 and Merger Sub 2, “Merger Subs”), Business Objects Americas, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“BOA”), and CB Cayman (“Minority Stockholder”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (defined below).

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG BUSINESS OBJECTS, S.A., NEW SAC, CB CAYMAN and the OTHER STOCKHOLDERS PARTY HERETO Dated as of October 15, 2003

Stockholders Agreement • October 17th, 2003 • Business Objects Sa • Services-prepackaged software • Delaware

• Contract Type
  Stockholders Agreement
• Filed
  October 17th, 2003
• Company
  Business Objects Sa
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 15, 2003 (this “Agreement”), is entered into among Business Objects, S.A. (the “Company”), New SAC (the “Majority Stockholder”), CB Cayman (the “Minority Stockholder”), Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman, L.P., (collectively, “Silver Lake”), SAC Investments, L.P. (“TPG”), August Capital III, L.P. (“August”), J.P. Morgan Partners (BHCA), L.P. (“J.P. Morgan”), GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P. (collectively, “GS”), Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC (collectively, “Staenberg”), and Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. (collectively, “Integral”). Each of the entities listed above other than the Company are sometimes