exv10w23



 





(Canadian employees)




Exhibit 10.23




ACTIVANT GROUP INC.

STOCK OPTION GRANT NOTICE

2006 Stock Incentive Plan




     Activant Group Inc. (“Company”), pursuant to its 2006 Stock Incentive Plan
(“Plan”), hereby grants to the “Optionholder” identified below a stock option (the
“Option”) to purchase the number of shares (“ Shares”) of the Company’s Common
Stock set forth below. This Option is subject to all of the terms and conditions as set forth
herein and in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached
hereto and incorporated herein in their entirety.



	 	 	 	 	 
	Optionholder:
	 	 	 	 
	 	 	 
	Date of Grant:
	 	 	 	 
	 	 	 
	Vesting Commencement Date:
	 	 	 	 
	 	 	 
	Number of Shares Subject to Option:
	 	 	 	 
	 	 	 
	Exercise Price (Per Share):

	 	US $	 	 
	 

	 	 	 	 
	Total Exercise Price:

	 	US	 	 
	 

	 	 	 	 
	Expiration Date:
	 	 	 	 
	 	 	 





	 	 	 
	Type of Grant:

	 	Nonstatutory Stock Option
	 
	 	 
	Exercise Schedule:

	 	Same as Vesting Schedule.
	 
	 	 
	Vesting Schedule:

	 	- 20% of the Shares vest 12 months after the Vesting Commencement Date
	 

	 	- 5% of the Shares vest on the last day of each three-month period thereafter over the
next 48 months





Method of Payment Upon Exercise: Such methods as are set forth in Section 3 of the attached Option
Agreement



Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Optionholder
further acknowledges that as of the Date of Grant, this Grant Notice, the Option Agreement and the
Plan set forth the entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of (i) options previously granted and delivered to Optionholder under
the Plan, and (ii) the following agreements only:





Other Agreements: The Option is also subject to the terms of [(1) the Employment
Agreement dated as of [     ], between the Optionholder and the Company and (2)]
the [Employee] Stockholders Agreement dated as of                         , 2006, executed by the
stockholders of the Company.



	 	 	 	 	 	 	 	 	 
	ACTIVANT GROUP INC.	 	OPTIONHOLDER
	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 
	 

	 	 	 	Signature
	 	 	 	Signature
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 




Attachments: Option Agreement, 2006 Stock Incentive Plan, and Notice of Exercise




 









 





(Canadian employees)




ACTIVANT GROUP INC.

2006 STOCK INCENTIVE PLAN




OPTION AGREEMENT




          Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
Activant Group Inc. (the “Company”) has granted you a stock option under its 2006 Stock
Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms
not defined in this Option Agreement but defined in the Plan shall have the same definitions as in
the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of
the Option Agreement, unless otherwise specified.




          The details and terms and conditions of this Option Agreement shall govern your Option, and
shall replace any details and terms and conditions on the same matter set forth in the Plan:




          1. Vesting.





          (a) Subject to the limitations contained herein, your Option will vest as provided in
your Grant Notice, provided that vesting will cease upon the termination of your Continuous
Service. Notwithstanding any other provision of this Option Agreement or the Plan, in the
event of an involuntary termination of Continuous Service, without Cause, the termination of
Continuous Service shall be effective (and vesting shall cease) as of the date stated in the
relevant notice of termination and, subject to applicable employment standards legislation,
will not be extended by any common law notice period or other period of leave.




          (b) Notwithstanding any provision of this Option Agreement to the contrary, in the
event of the consummation of a Change in Control of the Company, the Option shall, to the
extent not then vested and not previously cancelled or terminated, accelerate and
immediately become fully vested and exercisable; provided, however, that
paragraph 11(b)(i)(1) of the Plan shall not be applicable with respect to the Option granted
herein.



          2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your Option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for various adjustments in the Company’s equity capital structure, as provided in
the Plan.




          3. Method of Payment.





          (a) Payment of the exercise price is due in full upon exercise of all or any part of
your Option. You may elect to make payment of the exercise price in cash or by check.
Alternatively, in the Company’s sole discretion at the time your Option is exercised and
provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of



 









 





(Canadian employees)





Common Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds. Notwithstanding the terms of the previous sentence, you may not be
permitted to exercise your Option pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board if such exercise would violate the provisions of
Section 402 of the Sarbanes-Oxley Act of 2002.




          (b) The Company may permit you to make payment of the exercise price, in whole or in
part, in shares of Common Stock having a Fair Market Value equal to the amount of the
aggregate exercise price or such portion thereof, as applicable; provided,
however, that shares of Common Stock obtained through any Stock Award from the
Company of its Affiliates may not be used to make such a payment and provided that you must
satisfy all such requirements as may be imposed by the Board including without limitation
that you have held such shares for not less than six months (or such other period as
established from time to time by the Board in order to avoid a supplemental charge to
earnings for financial accounting purposes).




          (c) Where you are permitted to pay the exercise price of an Option and/or taxes
relating to the exercise of an Option by delivering shares of Common Stock, you may, subject
to procedures satisfactory to the Board, satisfy such delivery requirement by presenting
proof that you are the Beneficial Owner of such shares of Common Stock, in which case the
Company shall treat the Option as exercised without further payment and shall withhold such
number of shares from the Shares acquired by the exercise of the Option.



          4. Whole Shares. You may exercise your Option only for whole shares of Common Stock.




          5. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your Option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your Option must also comply
with other Applicable Laws governing your Option, and you may not exercise your Option if the
Company determines that such exercise would not be in material compliance with Applicable Law.




          6. Term. You may not exercise your Option before the commencement of its term on the
Date of Grant or after its term expires. Subject to the provisions of the Plan and this Option
Agreement, you may exercise all or any part of the vested portion of the Option at any time prior
to the earliest to occur of:





          (a) the date on which your Continuous Service is terminated for Cause;



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          (b) three (3) months after the termination of your Continuous Service other than a
termination for Cause or by reason of your death or Disability, subject to paragraph 1(a),
above;




          (c) twelve (12) months after the termination of your Continuous Service due to your
Disability or death; or




          (d) the Expiration Date.




          (e) Extension if Exercise is Prevented. Notwithstanding the foregoing, if the
exercise of your Option is prevented within the applicable time periods set forth in
Sections 6(b) or (c) as a result of the operation of Section 5 above, or Section 6(h) or
Section 13 of the Plan, your Option shall not expire before the date that is thirty (30)
days after the date that you are notified by the Company that the Option is again
exercisable, but in any event no later than the Expiration Date indicated in your Grant
Notice.



          7. Exercise Procedures.





          (a) Subject to Section 5 above and other relevant terms and conditions of the Plan and
this Option Agreement, you may exercise the vested portion of your Option during its term by
delivering a Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Company’s Chief Financial Officer, or to such other person as the
Company may designate, during regular business hours, together with such additional
documents as the Company may then reasonably require.




          (b) By exercising your Option, you agree that, as a condition to any exercise of your
Option, the Company may require you to enter into an arrangement providing for the payment
by you to the Company of any tax withholding obligation of the Company arising by reason of
(1) the exercise of your Option, or (2) other applicable events.




          (c) By exercising your Option, you agree that the Company (or a representative of the
underwriter(s)) may, in connection with the first underwritten registration of the offering
of any equity securities of the Company under the Securities Act (or any underwritten
registration of any securities of the Company prior to that time), or as otherwise required
pursuant to the terms of the Applicable Stockholders Agreement, require that for a specified
period of time, you not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale, any shares of Common Stock or other securities of the Company held by you,
or may impose such other restrictions on transfer to the same extent as the Initial
Investors. You further agree to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the underwriter(s) that are consistent with the
foregoing or that are necessary to give further effect thereto. In order to enforce the
foregoing covenant, the Company may impose stop transfer instructions
with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock
are intended third party



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beneficiaries of this Section 7(c) and shall have the right, power and authority to
enforce the provisions hereof as though they were a party hereto.




          (d) As a condition of any exercise of your Option, you and your spouse, if any, agree
that prior to the effectiveness of the first underwritten registration of the Company’s
equity securities under the Securities Act, you shall not transfer any or all of the shares
of Common Stock purchased upon exercise of your Option unless pursuant to the terms of the
Applicable Stockholders Agreement.



          8. Documents Governing Issued Common Stock. Shares of Common Stock that you acquire
upon exercise of your Option are subject to the terms of the Plan, the Applicable Stockholders
Agreement, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating
to such shares of Common Stock to which you become a party, or any other similar document. You
should ensure that you understand your rights and obligations as a stockholder of the Company prior
to the time that you exercise your Option.




          9. Limitations on Transfer of Options. You may transfer all or any portion of your
vested Option to a trust or custodianship, the beneficiaries of which may include only you, your
spouse or your lineal descendants (including children by adoption and step children) (an
“Eligible Transferee”); provided that such Eligible Transferee shall have executed a
transfer agreement in a form determined by the Company to ensure such Eligible Transferee is
subject to the same restrictions on that portion of the Option transferred to such Eligible
Transferee as if the transfer had not occurred. You should consult a tax advisor before
transferring any portion of your vested Option.




          10. Option Not a Service Contract. Your Option is not an employment contract, and
nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part
to continue in the employ or service of the Company or any of its Affiliates, or of the Company or
any of its Affiliates to continue your employment. In addition, nothing in your Option shall
obligate the Company or any of its Affiliates, their respective stockholders, boards of directors,
officers or employees to continue any relationship that you might have as a Director or Consultant
or otherwise for the Company or any of its Affiliates.




          11. Withholding Obligations.





          (a) At the time you exercise your Option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from payroll and
any other amounts payable to you, and otherwise agree to make adequate provision for
(including by means of a “same day sale” program developed under Regulation T as promulgated
by the Federal Reserve Board to the extent permitted by the Company and Applicable Law,
including, but not limited to, Section 402 of the Sarbanes-Oxley Act of 2002) any sums
required to satisfy the federal, state, local and foreign tax (including Canadian federal
and provincial income taxes) and tax withholding obligations of the Company or any of its
Affiliates, which arise in connection with your Option.



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(Canadian employees)





          (b) You may not exercise your Option unless the tax withholding obligations of the
Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the
Company) are made therefor. You hereby authorize the Company to sell or arrange for the
sale of any Shares necessary to meet any applicable tax withholding obligations and/or you
undertake to pay the Company and/or any Affiliate all amounts necessary to satisfy any such
tax withholding obligations.



          12. Notices. Any notices provided for in your Option or the Plan shall be given in
writing and shall be deemed given and effective upon the occurrence of (a) the signing by the
recipient of an acknowledgement of receipt form accompanying delivery through the U.S. mail sent by
certified mail, return receipt requested, (b) delivery to the recipient’s address by overnight
delivery (e.g., FedEx, UPS, or DHL) or other commercial delivery service, or (c) delivery in person
or by personal courier.




          13. Option Subject to Applicable Stockholders Agreement and Plan Document. Your
Option and any shares of Common Stock acquired upon exercise of your Option are subject to the
Applicable Stockholders Agreement. Your Option is also subject to all of the provisions of the
Plan, the provisions of which are hereby made a part of your Option, and is further subject to all
interpretations, amendments, rules and regulations that may from time to time be promulgated and
adopted pursuant to the Plan, to the extent not inconsistent with the terms of this Option
Agreement.




          14. Miscellaneous.





          (a) It is the express wish of the parties that this Option Agreement and all documents
relating thereto be drafted in the English language. Is est de la volonté expresse des
parties que la présente Entente d’option d’achat d’action et tous les documents s’y
rapportant sioent rédigés dans la langue anglaise.




          (b) You should consult a tax advisor before exercising this Option or disposing of the
Shares acquired thereunder. The Company cannot provide tax advice to you and nothing in
this Option Agreement or other communications provided to you may be so construed. You
hereby acknowledge and agree that the ultimate liability for any and all tax, social
insurance and payroll tax withholding (“Tax-Related Items”) is and remains your
responsibility and liability, and that the Company and its Affiliates:




	 	(i)	 	make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any
aspect of the Option grant, including the grant, vesting or exercise of
the Option and the subsequent sale of the Shares acquired pursuant to
such exercise; and
	 
	 	(ii)	 	do not commit to structure the terms of the
grant or any aspect of the Option to yield any particular tax result or
to reduce or eliminate your liability for Tax-Related Items.






          (c) You acknowledge and agree that you have reviewed your Option in its entirety, have
had an opportunity to obtain the advice of counsel and your personal



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(Canadian employees)





tax advisor prior to executing and accepting your Option and fully understand all
provisions of your Option.



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(Canadian employees)




NOTICE OF EXERCISE




	 	 	 
	Activant Group Inc.

	 	Date of Exercise:                                         
	c/o Activant Solutions Inc.
	 	 
	7683 Southfront Road
	 	 
	Livermore, CA 94551
	 	 






Ladies and Gentlemen:




     This constitutes notice under my Option that I elect to purchase the number of Shares for the
price set forth below.



	 	 	 	 	 	 	 	 	 
	 

	 	Option dated:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Number of Shares as
to which Option is
exercised:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Certificates to be
issued in name of:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Total exercise price:
	 	$	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Cash payment delivered herewith:
	 	$	 	 	 	 
	 

	 	 	 	 	 	 	 	 





     By this exercise, I agree (i) to execute or provide such additional documents as Activant
Group Inc. (the “Company”) may reasonably require pursuant to the terms of this Notice of
Exercise and the Company’s 2006 Stock Incentive Plan (the “Plan”) and (ii) to provide for
the payment by me to the Company (in the manner designated by the Company) of the Company’s
withholding obligation, if any, relating to the exercise of this Option.



     I hereby make the following certifications and representations with respect to the number of
shares of Common Stock of the Company listed above (the “Shares”):



     I am aware that my investment in the Company is a speculative investment that has limited
liquidity and is subject to the risk of complete loss. I am able, without impairing my financial
condition, to hold the Shares for an indefinite period and to suffer a complete loss of my
investment in the Shares.



     I represent and warrant to the Company that I am acquiring and will hold the Shares for
investment for my account only, and not with a view to, or for resale in connection with, any
“distribution” of the Shares within the meaning of the Securities Act of 1933 (the “Securities
Act”) or the similar laws of any state or foreign jurisdiction.



     I understand that the Shares have not been registered under the Securities Act, the Securities
Exchange Act of 1934, or under the similar laws of any state or foreign jurisdiction (collectively,
“Applicable Securities Laws”) by reason of a specific exemption therefrom and that the
Shares must be held indefinitely, unless they are subsequently registered under the



 









 





(Canadian employees)



Applicable Securities Laws or I obtain an opinion of counsel (in form and substance
satisfactory to the Company and its counsel) that registration is not required.




     I acknowledge that the Company is under no obligation to register the Shares under Applicable
Securities Laws, except as provided in the Option Agreement or the Applicable Stockholders
Agreement (as defined in the Plan).



     I am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the
Securities Act, which permits limited public resales of securities acquired in a non-public
offering, subject to the satisfaction of certain conditions. These conditions may include (without
limitation) that certain current public information about the issuer is available, that the resale
occurs only after the holding period required by Rule 144 has been satisfied, that the sale occurs
through an unsolicited “broker’s transaction” and that the amount of securities being sold during
any three-month period does not exceed specified limitations. I understand that the conditions for
resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy
these conditions in the foreseeable future. I further understand that any resale of the Shares
will be required to be made in compliance with Applicable Securities Laws of Canada and that I may
be required by the Company to obtain an opinion of counsel (in form and substance satisfactory to
the Company) that such resale may be made pursuant to an applicable exemption under Applicable
Securities Laws of Canada.



     I will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, the
agreement under which my right to acquire the Shares was granted, the Applicable Stockholders
Agreement, Applicable Securities Laws, or the rules promulgated thereunder, including Rule 144
under the Securities Act.



     I acknowledge that I have received and had access to such information as I consider necessary
or appropriate for deciding whether to invest in the Shares and that I had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the issuance
of the Shares. I confirm that I received my Option and I am electing to purchase Shares
voluntarily, and that I have not been induced to accept my Option or exercise my Option by
expectation of my employment or continued employment with the Company, any Affiliate, or any
related entity, within the meaning of Applicable Securities Laws.



     I acknowledge that the Shares will be subject to certain encumbrances, including, but not
limited to, drag along rights in favor of certain stockholders of the Company, repurchase rights in
favor of the Company and/or the Initial Investors, limitations on transfer, and other encumbrances
set forth in the Applicable Stockholders Agreement, and Option Agreement, or described in the
Company’s bylaws or certificate of incorporation in effect at such time as the Company or such
other person elects to exercise its right.



     I acknowledge that I am acquiring the Shares subject to all other terms of the Plan, the
Applicable Stockholders Agreement, the Stock Option Grant Notice, and the Option Agreement.



     I further agree that if required by the Company (or a representative of the underwriter(s)) in
connection with the first underwritten registration of the offering of any equity securities of the
Company under the Securities Act (or any underwritten registration of any securities of the Company
prior to that time), or as otherwise may be required by the Applicable Stockholders Agreement, for
a specified period of time, I will not sell, dispose of, transfer, make any short sale




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(Canadian
employees)



of, grant any option for the purchase of, or enter into any hedging or similar transaction
with the same economic effect as a sale, any Shares or other securities of the Company held by me,
and shall comply with such other restrictions on transfer as provided in the Option Agreement and
the Plan. I further agree to execute and deliver such other agreements as may be reasonably
requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that
are necessary to give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop transfer instructions with respect to my Shares until the end of such
period.




     I agree, and as a condition of exercise if I am married I will obtain the agreement of my
spouse, that prior to the effectiveness of the first underwritten registration of the Company’s
equity securities under the Securities Act, I will not transfer any or all of the Shares unless
pursuant to an exception provided in the Plan, the Applicable Stockholders Agreement, or this
Option Agreement.



     I agree that as a condition to this exercise, the certificates evidencing the Shares shall
remain in the physical custody of the Company or its designee at all times prior to the last to
occur of (i) the date on which all contractual restrictions set forth in the Plan, the Applicable
Stockholders Agreement, the Company’s Articles of Incorporation and/or bylaws, or in the documents
evidencing the Option Agreement lapse, or (ii) the date on which all contractual requirements set
forth in the Plan, the Applicable Stockholders Agreement, the Company’s Articles of Incorporation
and/or bylaws, or in the documents evidencing the Option Agreement are satisfied. As a condition
to this exercise I agree to execute three (3) copies of the Assignment Separate From Certificate
(with date and number of Shares blank) substantially in the form attached to this Notice of
Exercise as Attachment A, and two (2) copies of the Joint Escrow Instructions substantially in the
form attached to this Notice of Exercise as Attachment B, and to deliver the same to the Company,
along with such additional documents as the Company may require.



     I further acknowledge that all certificates representing any of the Shares subject to the
provisions of my Option shall have endorsed thereon appropriate legends reflecting restrictions
applicable to the Shares, including the Applicable Stockholders Agreement and/or Applicable
Securities Laws.



     I agree to seek the consent of my spouse to the extent required by the Company to enforce the
foregoing.



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






Attachments:





	A.	 	Form of Assignment Separate from Certificate
	 
	B.	 	Form of Joint Escrow Instructions





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(Canadian
employees)




ATTACHMENT A




FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE





 









 








(Canadian
employees)




ASSIGNMENT SEPARATE FROM CERTIFICATE




     For Value Received and pursuant to that certain Stock Option Grant Notice and Option
Agreement,
                     hereby sells, assigns and transfers unto
                                 (“Assignee”)
                     (                    ) shares of the Common Stock of Activant Group Inc.
(“Shares”), standing in the undersigned’s name on the books of said corporation represented by
Certificate
No.                      herewith, and do hereby irrevocably constitute and appoint
                                 as attorney-in-fact to transfer the said stock on the books of the
within named issuer with full power of substitution in the premises. This Assignment Separate From
Certificate may be used only in accordance with and subject to the terms and conditions of the
Option Agreement and the Plan, in connection with the reacquisition or transfer of the Shares
issued to the undersigned pursuant to the Option Agreement, and only to the extent that such Shares
remain subject to the transferee’s rights to acquire the Shares and other restrictions applicable
under the Option Agreement and the Plan.



	 	 	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 





[Instruction: Please do not fill in any blanks other than the signature line. The purpose
of this Assignment is to enable the Company to administer its rights set forth in the Award without
requiring additional signatures on your part.]





 









 








(Canadian
employees)




ATTACHMENT B




FORM OF JOINT ESCROW INSTRUCTIONS





 









 










JOINT ESCROW INSTRUCTIONS




[Date]




Attn: General Counsel

Activant Group Inc.

c/o Activant Solutions Inc.

7683 Southfront Road

Livermore, CA 94551




Dear Sir/Madam:




     As Escrow Agent for both Activant Group Inc. (the “Company”), and the undersigned recipient
of stock of the Company (“Recipient”), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of the “Plan” and “Option Agreement” (as referenced in the
Notice of Exercise to which this document is attached), in accordance with the following
instructions:



     1. In the event that (i) certain stockholders of the Company exercise their drag-along rights,
(ii) the Company exercises its repurchase rights, (iii) the Company exercises its rights to require
that the Shares be contributed to a trust as set forth in Section 13(c) of the Plan, or (iv) the
Company or any other Person exercises other contractual rights applicable to the Shares and in
effect as of the date hereof, the Company or its assignee will give to Recipient and you a written
notice specifying that the Shares of stock shall be transferred as described in the Plan, the
Recipient’s Option Agreement, or other applicable governing documents. Recipient and the Company
hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.



     At the closing, you are directed (a) to date any stock assignments necessary for the transfer
in question, (b) to fill in the number of Shares being transferred, and (c) to deliver same,
together with the certificate evidencing the Shares of stock to be transferred, to the Company or
other proper transferee.



     2. In the event that all applicable restrictions lapse, and when certain requirements are
satisfied, the Company or its assignee will give to Recipient and you a written notice specifying
that the appropriate number of Shares shall be transferred to the Recipient along with any cash or
in-kind dividends declared subsequent to the date hereof and which relate to such Shares. Recipient
and the Company hereby irrevocably authorize and direct you to close the transaction contemplated
by such notice in accordance with the terms of said notice.



     At the closing, you are directed to deliver a certificate evidencing the appropriate number of
Shares, together with any cash or in-kind dividends declared subsequent to the date hereof and
which relate to such Shares, to the Recipient.



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     3. Recipient irrevocably authorizes the Company to deposit with you any certificates
evidencing Shares of stock to be held by you hereunder and any additions and substitutions to said
Shares as specified in the Stock Option Grant Notice or the Option Agreement. Recipient does
hereby irrevocably constitute and appoint you as Recipient’s attorney-in-fact and agent for the
term of this escrow to execute with respect to such securities and other property all documents of
assignment and/or transfer and all stock certificates necessary or appropriate to make all
securities negotiable and to complete any transaction herein contemplated.



     4. This escrow shall terminate upon the date on which all contractual restrictions or
requirements set forth in the Plan or in the documents evidencing the restrictions applicable to
the Shares lapse or are satisfied as determined by the Company.



     5. If at the time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to Recipient, you shall deliver all of same to
any pledgee entitled thereto or, if none, to Recipient and shall be discharged of all further
obligations hereunder.



     6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.



     7. You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties or their assignees. You shall not be personally liable for any act you may
do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Recipient while acting in
good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be
conclusive evidence of such good faith.



     8. You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or process of courts of
law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of
any court. In case you obey or comply with any such order, judgment or decree of any court, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without
jurisdiction.



     9. You shall not be liable in any respect on account of the identity, authority or rights of
the parties executing or delivering or purporting to execute or deliver the Stock Option Grant
Notice or any documents or papers deposited or called for hereunder.



     10. You shall not be liable for the outlawing of any rights under any statute of limitations
with respect to these Joint Escrow Instructions or any documents deposited with you.



     11. You shall be entitled to employ such legal counsel, including but not limited to Simpson
Thacher & Bartlett LLP, and other experts as you may deem necessary to advise you in connection
with your obligations hereunder, and you may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation for such advice.



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     12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be
[Fill in Title of Escrow Agent] of the Company or if you shall resign by written notice to each
party. In the event of any such termination, the Company may appoint any officer or assistant
officer of the Company as successor Escrow Agent and Recipient hereby confirms the appointment of
such successor or successors as his attorney-in-fact and agent to the full extent of your
appointment.



     13. If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.



     14. It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities, you may (but are not obligated to)
retain in your possession without liability to anyone all or any part of said securities until such
dispute shall have been settled either by mutual written agreement of the parties concerned or by a
final order, decree or judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or
defend any such proceedings.



     15. Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States mail (or upon deposit
with another delivery service), with postage and fees prepaid, addressed to each of the other
parties hereunto entitled at the following addresses, or at such other addresses as a party may
designate by ten (10) days’ written notice to each of the other parties hereto:



	 	 	 	 	 	 	 
	 

	 	Company:
	 	Activant Group Inc.	 	 
	 

	 	 	 	c/o Activant Solutions Inc.	 	 
	 

	 	 	 	7683 Southfront Road	 	 
	 

	 	 	 	Livermore, CA 94551	 	 
	 

	 	 	 	Attn:	 	 
	 
	 	 	 	 	 	 
	 

	 	Recipient:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Escrow Agent:
	 	[Name]	 	 
	 

	 	 	 	Activant Group Inc.	 	 
	 

	 	 	 	7683 Southfront Road	 	 
	 

	 	 	 	Livermore, CA 94551	 	 
	 

	 	 	 	Attn: General Counsel	 	 






     16. By signing these Joint Escrow Instructions you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Notice of Exercise.



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     17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns. It is understood and agreed that references to
“you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow
Agents. It is understood and agreed that the Company may at any time or from time to time assign
its rights under the Option Agreement, the Notice of Exercise and these Joint Escrow Instructions
in whole or in part.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Activant Group Inc. 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Recipient
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Participant’s Name]
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	Escrow Agent:	 	 
	 
	 	 	 	 	 	 
	By:	 

	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name: 	 

	 	 	 	 	 
	 

	 	 	 	 	 	 






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