0001136261-13-000355 Sample Contracts

Insert Dealer Name] [Insert Dealer Address] August [__], 2013 To: ServiceSource International, Inc. 634 Second Street San Francisco, California 94107 Attention: [ ] Telephone No.: [ ] Facsimile No.: [ ]
Servicesource International, Inc. • August 9th, 2013 • Services-business services, nec

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the call option transaction entered into between [______] ("Dealer") and ServiceSource International, Inc. ("Counterparty") as of the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

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130,000,000 SERVICESOURCE INTERNATIONAL, INC. 1.50% Convertible Senior Notes due 2018 PURCHASE AGREEMENT
2018 Purchase Agreement • August 9th, 2013 • Servicesource International, Inc. • Services-business services, nec • New York

The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2013 • Servicesource International, Inc. • Services-business services, nec • California

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment"), entered into as of August 6, 2013, is entered into by and between ServiceSource International, Inc., a Delaware corporation (the "Borrower"), and JPMorgan Chase Bank, N.A., as Lender (the "Lender").

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