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DATED 26 JANUARY 2006
 THE PERSONS LISTED IN SCHEDULE 1
 INFORMATICA CORPORATION
 
 SHARE PURCHASE AGREEMENT   SIMILARITY SYSTEMS LIMITED




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CONTENTS
 Page No1 Interpretation
    
    
    41.1 Definitions
    
    
    41.2 Interpretation Generally
    
    
    101.3 Interpretation
    
    
    111.4 Schedules
    
    
    111.5 Warranties
    
    
    112 Sale and Purchase of the Shares
    
    
    122.1 Agreement for Sale
    
    
    122.2 Obligation on Purchaser
    
    
    122.3 Waiver of Pre-emption Rights
    
    
    122.4 Enterprise Ireland Consent
    
    
    122.5 Termination of Shareholders Agreements
    
    
    123 Purchase Consideration
    
    
    134 Escrow arrangements
    
    
    134.1 Procedure on Completion
    
    
    134.2 Interest
    
    
    134.3 Payment of Retention
    
    
    134.4 Claims from the Escrow
    
    
    134.5 Vendor Representative
    
    
    145 Completion
    
    
    145.1 Completion Arrangements
    
    
    145.2 Payment of Consideration
    
    
    165.3 Waiver of Completion Requirements
    
    
    175.4 Vendors to Act as Purchasers Nominees
    
    
    175.5 Waiver of all claims
    
    
    176 Warranties and indemnity
    
    
    176.1 Vendor Warranties
    
    
    176.2 General and Tax Warranties
    
    
    186.3 Disclosure Letter
    
    
    186.4 Basis of Agreement
    
    
    186.5 Separate Warranties
    
    
    186.6 Purchaser Knowledge
    
    
    186.7 Warranties in Full Force and Effect
    
    
    186.8 Liability of Vendors
    
    
    186.9 Indemnification
    
    
    196.10 Waiver by Vendors
    
    
    196.11 Limitations
    
    
    196.12 Defaulting Vendors
    
    
    206.13 Individual Liability
    
    
    216.14 Vendor Protections
    
    
    216.15 Specific Indemnity
    
    
    236.16 Capitalisation
    
    
    237 Options
    
    
    237.1 Assumption of Employee Options
    
    
    237.2 Notice
    
    
    237.3 S-8 filing
    
    
    248 Restrictive covenants
    
    
    248.1 Restrictive Covenants by Vendors
    
    
    248.2 Severability and Rectification
    
    
    258.3 Permitted Activities
    
    
    269 Miscellaneous Provisions
    
    
    269.1 Survival of obligations
    
    
    26
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Page No9.2 Binding on successors
    
    
    269.3 Waiver, release and remedies
    
    
    269.4 Counterparts
    
    
    269.5 Assignment
    
    
    279.6 Notices
    
    
    279.7 Notice Deemed to be Served
    
    
    279.8 Confirmation of Notice
    
    
    279.9 Variation
    
    
    289.10 Withholding and Grossing Up
    
    
    289.11 Further Assurance and Information
    
    
    289.12 Announcement
    
    
    289.13 Whole Agreement
    
    
    289.14 Severability
    
    
    299.15 Costs
    
    
    299.16 Governing Law and Jurisdiction
    
    
    29Schedule 1Part 1 Vendors and their ShareholdingsPart 2 VendorsSchedule 2
    
    
    30Part 1 Vendor Warranties
    
    
    30Part 2 General Warranties
    
    
    33Part 3 Tax Warranties
    
    
    66Schedule 3
    
    
    71Deed of Tax Covenant
    
    
    71Schedule 4Part 1 Directors and Secretary of the CompanyPart 2 Continuing DirectorsSchedule 5PropertiesSchedule 6
    
    
    84Service Agreements
    
    
    84Schedule 7Details of SubsidiariesSchedule 8
    
    
    101Option Assumption Notice
    
    
    101Schedule 9Specific IndemnitySchedule 10Form of Enterprise Ireland GuaranteeSchedule 11Part A: Details of Letters of OfferPart B: Guaranteed amounts under the Letters of OfferAnnexure AAccountsAnnexure BManagement AccountsAnnexure CShare option table
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THIS AGREEMENT
 BETWEEN
 (1)
    
    THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUTin Column 1 of Part 1 of Schedule 1
(together the Vendors and each a Vendor)
 AND
 (2)
    
    INFORMATICA CORPORATIONa company incorporated under the laws of the state of Delaware, USA
having its registered office at 100 Cardinal Way, Redwood City, CA 94063 (the Purchaser)
 WHEREAS
 A.
    
    Similarity Systems Limited (the Company) is a private limited company incorporated in
Ireland under the Companies Acts 1963-2005 on 14 April 2000 under registration number 326989
with its registered office at Wilson House, Fenian Street, Dublin 2.B.
    
    The Company has an authorised share capital of 1,200,000 divided into 30,000,000 Ordinary
shares of 0.012 each, 30,000,000 B Ordinary shares of 0.012 each and 40,000,000 A Series A
Shares of 0.012 each of which 1,800,000 ordinary shares, 1,950,000 B Ordinary shares and
13,963,846 Series A Shares are issued credited as fully paid up.C.
    
    The Vendors are the beneficial owners of all of the issued shares in the Company, in the
proportions set out in Column 2 of Part 1 of Schedule 1, which they have agreed to sell and
which the Purchaser has agreed to purchase on the terms and subject to the conditions of this
Agreement.D.
    
    The Vendors have made representations to the Purchaser in the terms, inter alia, of the
representations and Warranties (as hereinafter defined) with the intention that the Purchaser
should rely upon such Warranties in entering into this Agreement.
 NOW IT IS HEREBY AGREED
 1
    
    INTERPRETATION1.1
    
    DefinitionsIn this Agreement and in the Schedules unless the context otherwise requires or unless
otherwise specified:1963 Actmeans the Companies Act 1963;1990 Actmeans the Companies Act 1990;1999 Actmeans the Companies (Amendment) (No. 2) Act 1999;2001 Actmeans the Company Law Enforcement Act 2001;Accountsmeans the audited consolidated balance sheet of the Group as at the Accounts Date
and the audited consolidated profit and loss account of the Group for the accounting period
ended on the Accounts Date and all notes thereto and the directors report and auditors
report thereon and all other documents and statements annexed thereto, copies of which are
annexed as Annexure A;Accounts Datemeans 31 December 2004;
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Annual Return Date
 B Ordinary Shares
 Business Day
 Companies Acts
 Company Share Option
 Company Share Option Plan
 Completion
 Completion Date
 Computer Systems
 Confidential Information
 (a)
    
    the marketing of any products or services including customer names and lists
and any other details of customers, sales targets, sales statistics, market share
statistics, prices, market research reports and surveys, and advertising or other
promotional materials;(b)
    
    future projects, business development or planning, commercial relationships and
negotiations; and(c)
    
    Know How and research and development projects
  Connected Person
 Consideration
 Consideration Shares
 Contaminant
 Continuing Directors
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Corporate Intellectual Property
 Data Protection Acts
 Data Protection Commissioner
 Date Compliant
 DGCL
 Deed of Tax Covenant
 Development
 Director of Corporate Enforcement
 Directors
 Disclosed
 Disclosure Letter
 Distance Contract
 Distance Contract for the Supply of a Financial Service
 Encumbrance
 (a)
    
    any adverse claim or right or third party right or other right or interest;(b)
    
    any equity;(c)
    
    any option or right of pre-emption or right to acquire or right to restrict;(d)
    
    any mortgage, charge, assignment, hypothecation, pledge, lien, encumbrance or
security interest or arrangement of whatsoever nature;(e)
    
    any reservation-of-title; or(f)
    
    any hire purchase, lease or instalment purchase agreement;
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Environment
 Environmental Laws
 Environmental Licence
 Environmental Release
 Escrow Account
 Escrow Agent
 Escrow Agreement
 Escrow Amount
 Escrow Only Claim Relevant Proportion
 euro and EUR
 European Economic Area
 Executives
 Facilities
 General Warranties
 Group
 Group Companies Group Company
 Group Company
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Hardware
 Informatica Stock
 Informatica Group
 Informatica Group Company
 Intellectual Property Rights
 Know-How
 Letters of Offer
 Management Accounts
 Management Accounts Date
 Open Source Software
 (a)
    
    as free, open and/or without restriction;(b)
    
    under a licensing or distribution arrangement or regime which requires as a
condition of use, modification and/or distribution, that any other software which is
incorporated into, derived from or distributed with such software or material, be
disclosed or distributed in source code form or be licensed on terms which permit the
making of derivative works or be redistributable at no charge; or(c)
    
    under a licensing or distribution arrangement which is similar to the above,
including without limitation:
 (i)
    
    the GNU General Public Licence (GPL);(ii)
    
    the GNU Lesser General Public Licence (LGPL);(iii)
    
    the Mozilla Public Licence;(iv)
    
    the Apache Licence;(v)
    
    the Sun Community Source Licence (SCSL); and(vi)
    
    the Sun Industry Standard Licence (SISL);
 Option Conversion Ratio
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Ordinary Shares
 Payment Date
 Permitted Encumbrance
 Personal Data
 Planning Acts
 Principal Vendors
 Properties
 Purchasers Solicitors
 Vendor Claim Relevant Proportion
 Restricted Business Activity
 Restricted Business Area
 Revenue Authority
 Series A Shares
 Service Agreements
 Shares
 Software
 Stock Retention Agreement
 Subsidiaries
 Tax Warranties
 Tax
 Taxation
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TCAmeans the Taxes Consolidation Act 1997;Third Party Expensesmeans all third party expenses, including all third party legal,
accounting, financial advisory, consulting or other fees incurred in connection with the
negotiation and consummation of the acquisition;Total Outstanding Sharesshall mean the aggregate number of shares of the Company plus the
maximum aggregate number of shares issuable upon full exercise, exchange or conversion of
all Company Share Options, any warrants over Company shares and any other rights whether
vested or unvested convertible into, exercisable for or exchangeable for, shares of the
Company issued and outstanding immediately prior to the Completion Date, on an as converted
to Company shares basis;Trading Priceshall mean US$12.97;VATmeans value added tax;VATA 1972means the Value Added Tax Act 1972;Vendor Representativemeans Brian Caulfield;Vendors Solicitorsmeans ODonnell Sweeney, 1 Earlsfort Centre, Earlsfort Terrace, Dublin
2;Vendor Warrantiesmeans the representations, warranties and undertakings set out in Part 1
of Schedule 2;Warrantiesmeans the Vendor Warranties, the Tax Warranties and the General Warranties.1.2 Interpretation GenerallyIn this Agreement and in the Schedules, unless the context otherwise requires or unless
otherwise specified:
 1.2.1
    
    any reference to any statute, statutory provision or to any order or
regulation shall be construed as a reference to that statute, provision, order or
regulation as extended, modified, amended, replaced or re-enacted from time to time
(whether before or after the date of this Agreement) and all statutory instruments,
regulations and orders from time to time made thereunder or deriving validity therefrom
(whether before or after the date of this Agreement);1.2.2
    
    words denoting any gender include all genders and words denoting the singular
include the plural and vice versa;1.2.3
    
    all references to recitals, sections, clauses, paragraphs, schedules and
annexures are to recitals in, sections, clauses and paragraphs of and schedules and
annexures to this Agreement;1.2.4
    
    headings are for convenience only and shall not affect the interpretation of
this Agreement;1.2.5
    
    words such as hereunder, hereto, hereof and herein and other words
commencing with here shall unless the context clearly indicates to the contrary refer
to the whole of this Agreement and not to any particular section, clause or paragraph
hereof;1.2.6
    
    in construing this Agreement general words introduced by the word other
shall not be given a restrictive meaning by reason of the fact that they are preceded
by words indicating a particular class of acts, matters or things and general words
shall not be given a restrictive meaning by reason of the fact that they are followed
by particular examples intended to be embraced by the general words and any reference
to the word include or including is to be construed without limitation;
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1.2.7
    
    any reference to Agreement or any other document or to any specified
provision of this Agreement or any other document is to this Agreement, that document
or that provision as in force for the time being and as amended from time to time in
accordance with the terms of this Agreement or that document;1.2.8
    
    any reference to a person shall be construed as a reference to any individual,
firm, company, corporation, government, state or agency of a state or any association
or partnership (whether or not having separate legal personality) of two or more of the
foregoing;1.2.9
    
    any reference to a person includes his successors, personal representatives
and permitted assigns;1.2.10
    
    any reference to a breach of any of the Warranties shall be construed as including
reference to any matter not being in all respects as represented by the Warranties and
to any of the Warranties being inaccurate or untrue or misleading in any respect;1.2.11
    
    any statement, representation, warranty or undertaking in this Agreement or the
Disclosure Letter which is qualified by the expression to the best of the knowledge,
information and belief of the Vendors or so far as the Vendors are aware or any
similar expression shall be deemed to include a warranty given severally by each such
Vendor that such statement, representation, warranty or undertaking has been made after
due and careful enquiry;1.2.12
    
    writing or any similar expression includes transmission by facsimile;1.2.13
    
    any reference to a document being in the agreed form means in relation to that
document the draft of that document which has been initialled by the Vendors
Solicitors or the Vendor Representative and the Purchasers Solicitors by way of
identification;1.2.14
    
    if any action or duty to be taken or performed under any of the provisions of this
Agreement would fall to be taken or performed on a day which is not a Business Day such
action or duty shall be taken or performed on the Business Day next following such day;1.2.15
    
    all references to time are references to Irish time; and1.2.16
    
    for the avoidance of doubt, any reference to Ireland does not include Northern Ireland.
 1.3
    
    InterpretationThe parties have participated jointly in the negotiating and drafting of this Agreement. In
the event that an ambiguity or question of intent or interpretation arises this Agreement
shall be construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favouring or disfavouring any party by virtue of the authorship of any of
the provisions of this Agreement.1.4
    
    SchedulesThe contents of the Schedules form an integral part of this Agreement and shall have as full
effect as if they were incorporated in the body of this Agreement and the expressions this
Agreement and the Agreement as used in any of the Schedules shall mean this Agreement and
any reference to this Agreement shall be deemed to include the Schedules.1.5
    
    WarrantiesUnless the context otherwise requires or unless otherwise specified, for the purpose of
construction of the Warranties, insofar as any Group Company carries on any part of its
business outside Ireland, the references to any statutory provision enacted applying in
Ireland shall be deemed to include references to any corresponding or equivalent provision
in the local legislation in force where the Group Company so carries on business and the
references to any governmental
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or administrative authority or agency shall include references to the
equivalent local government or administrative authority or agency.2
    
    SALE AND PURCHASE OF THE SHARES2.1
    
    Agreement for SaleOn the terms and subject to the conditions of this Agreement, the Vendors severally as
beneficial owners hereby agree to sell or procure to be sold, and the Purchaser, in reliance
upon, inter alia, the Warranties, hereby agrees to purchase at Completion, their Shares free
from all Encumbrances and with the benefit of all rights of whatsoever nature attaching or
accruing to the Shares including all rights to any dividends and distributions declared,
paid or made in respect of the Shares on or after the date of this Agreement.2.2
    
    Obligation on PurchaserThe Purchaser shall not be obliged to complete the purchase of any of the Shares unless the
purchase of all the Shares is completed simultaneously in accordance with the provisions of
this Agreement.2.3
    
    Waiver of Pre-emption RightsEach of the Vendors hereby waives any and all pre-emption rights which he may have in
relation to the sale of any of the Shares to the Purchaser hereunder whether arising under
the articles of association of the Company or otherwise.2.4
    
    Enterprise Ireland Consent2.4.1
    
    Enterprise Ireland hereby consents for the purposes of the supplemental shareholders
agreement between, inter alia, Enterprise Ireland and the Company dated 23 December 2005, the
Letters of Offer and otherwise to:
 (a)
    
    the sale of the Shares to the Purchaser hereunder;(b)
    
    the sale of the 258,743 Series A Shares held by Enterprise Ireland; and(c)
    
    the outstanding grant balances as specified in Schedule 11, Part B being
withdrawn and cancelled; and(d)
    
    the change of control of the Company arising from the sale and purchase of the
Shares hereunder.
 2.4.2
    
    Enterprise Ireland hereby gives any and all necessary consents and approvals required under
any agreement with any Group Company to the transactions contemplated by this Agreement and
confirms and agrees that no grant or other similar payment made to any Group Company shall
become or shall be deemed to become repayable by any Group Company as a consequence of
Completion.2.4.3
    
    The Purchaser shall at Completion enter into a guarantee in favour of Enterprise Ireland in
the form set out in Schedule 10 hereto.2.5
    
    Termination of Shareholders AgreementsThe:
 2.5.1
    
    supplemental shareholders agreement between the persons named in the first
schedule thereto, the Company and Enterprise Ireland dated 23 December 2005;
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2.5.2
    
    subscription agreement between the persons named in the first schedule
thereto, Trinity Venture Capital Limited, Delta Equity Fund II Limited Partnership,
Sean Baker and the Company dated 31 January 2005; and2.5.3
    
    shareholders agreement between the persons named in the first schedule
thereto, Trinity Venture Capital Limited, Delta Equity Fund II Limited Partnership, Hot
Origin Limited and the Company dated 31 January 2005,
 are hereby terminated and each party thereto hereby waives all rights and entitlements which
it may have under those agreements against each other party thereto.3
    
    PURCHASE CONSIDERATIONThe total purchase consideration payable by the Purchaser for the purchase of the Shares
shall be satisfied by the payment in cash of US$48,329,113.09 and the issue of the
Consideration Shares made in accordance with clauses 4 and 5.2.4
    
    ESCROW ARRANGEMENTS4.1
    
    Procedure on CompletionOn Completion:
 4.1.1
    
    the Vendors, the Vendor Representative and the Purchaser shall execute and
deliver the Escrow Agreement;4.1.2
    
    the Purchaser shall procure that US$6,808,409.45 (being part of the
Consideration) shall be paid into the Escrow Account and that 52,305 shares of
Informatica Stock shall be deposited in escrow with the Escrow Agent, to be held by way
of security for any amount or amounts becoming due by the Vendors to the Purchaser in
respect of any breach or breaches of the Warranties or to the Purchaser and/or any
member of the Group in respect of any claim or claims under the Deed of Tax Covenant.
 4.2
    
    InterestThe interest accrued on monies standing to the credit of the Escrow Account shall be
credited to the Escrow Account.4.3
    
    Payment of RetentionThe Escrow Amount shall be released in accordance with clause 8 of the Escrow Agreement.4.4
    
    Claims from the Escrow4.4.1
    
    If the Purchaser has or claims to have a right to payment from the Escrow the Purchaser
shall deliver an officers certificate to the Vendor Representative at any time up to 18.00
PST on the day immediately preceding the Payment Date in accordance with clause 4 of the
Escrow Agreement. The certificate shall (in addition to the information required by the Escrow
Agreement):
 (a)
    
    state that the Purchaser believes in good faith that either an Escrow Only
Claim or a Vendor Claim exists;(b)
    
    contain a brief description of the circumstances supporting the Purchasers
good faith belief that such Escrow Only Claim or Vendor Claim exists; and(c)
    
    contain a good faith, non-binding, preliminary estimate of the aggregate amount
of the claim referred to in the certificate (the Claimed Amount).
 4.4.2
    
    If the Vendor Representative objects to the Claimed Amount it shall make such objection in
accordance with clause 5 of the Escrow Agreement, in which case the matter shall be dealt with
in
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accordance with clause 6 of the Escrow
Agreement, and if the Vendor Representative
fails to make such objection in accordance
therewith, payment of the Claimed Amount shall
be made to the Purchaser in accordance with
clause 4 of the Escrow Agreement.4.5
    
    Vendor Representative4.5.1
    
    The Vendors hereby appoint the Vendor Representative as agent and (other than Enterprise
Ireland) as attorney-in-fact for each Vendor, for and on behalf of the Vendors, to give and
receive notices and communications, to authorise delivery to the Purchaser of cash from the
Escrow Fund in satisfaction of claims by the Purchaser, to object to such deliveries, to agree
to, negotiate, enter into settlements and compromises of, and demand arbitration and comply
with orders of courts and awards of arbitrators with respect to such claims, and to take all
actions necessary or appropriate in the judgment of the Vendor Representative for the
accomplishment of the foregoing. Such agency may be changed by the Vendors Representative
from time to time upon not less than seven (7) days prior written notice to the Purchaser.
Any vacancy in the position of the Vendor Representative may be filled by approval of the
holders of a majority interest of the Escrow Fund. No bond shall be required of the Vendor
Representative, and the communications to or from the Vendor Representative shall constitute
notice to or from each of the Vendors.4.5.2
    
    The Vendor Representative shall not be liable for any act done or omitted hereunder as
Vendor Representative in good faith, absent gross negligence. The Vendors on whose behalf the
Escrow Amount was contributed to the Escrow Account shall severally indemnify the Vendor
Representative and hold the Vendor Representative harmless against any loss, liability or
expense incurred without gross negligence or bad faith on the part of the Vendor
Representatives duties hereunder, including the reasonable fees and expenses of any legal
counsel retained by the Vendor Representative. All other reasonable expenses incurred by the
Vendor Representative shall be paid out of the Escrow Amount after all distributions to the
Purchaser are made in satisfaction of any claims on the Escrow Amount and prior to any
distribution to the Vendors.4.5.3
    
    A decision, act, consent or instruction of the Vendor Representative shall constitute a
decision of all the Vendors for whom a portion of the Consideration otherwise issuable to them
is deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such
Vendors, and the Escrow Agent and Purchaser may rely upon any such decision, act, consent or
instruction of the Vendor Representative as being the decision, act, consent or instruction of
each such Vendor. The Escrow Agent and Purchaser are hereby relieved from any liability to
any person for any acts done by them in accordance with such decision, act, consent or
instruction of the Vendors Representative.5
    
    COMPLETION5.1
    
    Completion ArrangementsCompletion of the sale and purchase of the Shares shall take place at the offices of the
Purchasers Solicitors on the Completion Date and at Completion the Vendors shall:
 5.1.1
    
    where any of the Vendors is a corporate body, deliver to the Purchaser
evidence, to the Purchasers satisfaction, of the authority of any person or persons
executing or attesting the execution of this Agreement and any other document on its
behalf to do so;5.1.2
    
    deliver to the Purchaser and/or its nominees duly executed share transfers in
respect of the Shares together with the relevant certificates (or, in the case of any
share certificates found to be missing, an indemnity, in a form satisfactory to the
Purchaser);5.1.3
    
    deliver to the Purchaser and/or its nominees duly executed share transfers in
respect of all Shares in the Subsidiaries which are not registered in the name of a
Group Company together with the relevant share certificates;5.1.4
    
    deliver to the Purchaser such waivers or consents as the Purchaser may require
to enable the Purchaser and/or its nominees to be registered as the holders of the
Shares;
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5.1.5
    
    deliver to the Purchaser in relation to each Group Company the statutory
books, records and registers (complete and duly written up-to-date), the common seal,
the certificate of incorporation, any certificates of incorporation on change of name
and all documents, contracts, licences, agreements, insurance policies, records,
papers, correspondence files and books of trading and account of each Group Company;5.1.6
    
    procure that all of the Directors (other than the Continuing Directors) resign
from their directorships in and offices of profit under and employment with each of the
Group Companies and deliver to the Purchaser their written resignations under seal
containing an acknowledgement that each has no claim against any Group Company in
respect of breach of contract, compensation for loss of office or otherwise howsoever
arising;5.1.7
    
    deliver to the Purchaser a written acknowledgement under seal from each of the
Continuing Directors that he has no claim whatsoever against any of the Group
Companies;5.1.8
    
    deliver to the Purchaser the resignation of the existing auditors of the
Company confirming that they have no claims of any kind against any of the Group
Companies and that no fees are due (whether currently or in the future) to them by any
of the Group Companies and furthermore containing a statement complying with the
provisions of Section 185(2)(a) of the 1990 Act that there are no circumstances
connected with their resignation which they consider should be brought to the attention
of the members or creditors of any Group Company;5.1.9
    
    deliver to the Purchaser a letter of resignation under seal from the secretary
of each Group Company containing an acknowledgement that he has no claim against any of
the Group Companies in respect of breach of contract, compensation for loss of office
or otherwise howsoever arising;5.1.10
    
    discharge or procure the discharge of all monies owing to any Group Company (whether
then due for payment or not) by the Vendors or the Directors (other than the Continuing
Directors) or by any of them or by any Connected Person of any of them;5.1.11
    
    procure the release of any and all guarantees or indemnities or security given by any
of the Group Companies for or on behalf of the Vendors or the Directors (other than the
Continuing Directors) or any of them or any Connected Person of any of them or any
other person;5.1.12
    
    deliver to the Purchaser evidence, in a form satisfactory to the Purchaser, of the
release of each Group Company from all Encumbrances (other than Permitted Encumbrances)
created or given by such Group Company or to which any of its assets is subject;5.1.13
    
    deliver to the Purchaser the Deed of Tax Covenant duly executed by the parties thereto;5.1.14
    
    deliver to the Purchaser the Service Agreements duly executed by the parties thereto;5.1.15
    
    deliver to the Purchaser evidence of:
 (a)
    
    the amendment of the Company Share Option Plan to allow for
monthly vesting, assignment with consent of the Company and the acceleration of
all outstanding options held by David Smyth and Aiden Gallagher; and(b)
    
    conversion of B Ordinary Shares in accordance with the Articles
of Association of the Company.
 5.1.16
    
    deliver to the Purchaser copies of all bank mandates of the Group together with
copies of bank statements in relation to all bank accounts as at a date not earlier
than the day immediately preceding the Completion Date and all cheque books of the
Group in use and the cash book balances of the Group as at the Completion Date with
reconciliation statements reconciling such balances with the aforementioned bank
statements;
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5.1.17
    
    deliver to the Purchaser appropriate forms to amend any mandates given by the Group
Companies to their bankers or other financial institutions;5.1.18
    
    deliver to the Purchaser all credit cards in the name of or for the account of any of
the Group Companies in the possession of any officer or employee of such Group Company
resigning at Completion;5.1.19
    
    procure that a meeting of the board of directors of each Group Company is held at
which, inter alia:
 (a)
    
    the share transfers referred to in clause 5.1.2 or 5.1.3 (as
appropriate) are approved (subject only to stamping);(b)
    
    such persons as the Purchaser may nominate are appointed as
directors, secretary, auditors and solicitors of such Group Company with
immediate effect;(c)
    
    all existing mandates for the operation of bank accounts of
such Group Company are revoked and new mandates are approved and adopted giving
authority to such persons as the Purchaser may nominate;(d)
    
    the resignations referred to in clause 5.1.6, 5.1.8 and 5.1.9
are accepted;(e)
    
    the registered office of such Group Company is changed to 30
Herbert Street, Dublin 2; and(f)
    
    such Group Company approves and authorises the execution of:
 (i)
    
    the Service Agreements; and(ii)
    
    the Escrow Agreement.
 5.1.20
    
    deliver to the Purchaser a certificate or certificates of the kind described in
Section 980 of the TCA in respect of the Consideration or a letter from the auditors of
the Company (in a form satisfactory to the Purchaser) confirming that no such
certificate is required in these circumstances; and5.1.21
    
    deliver to the Purchaser such other papers and documents related to any Group Company
as the Purchaser may (by not less than 5 (five) Business Days written notice from the
Purchasers Solicitor to the Vendors Solicitors or the Vendor Representative)
reasonably require.
 5.2
    
    Payment of ConsiderationOn Completion the Purchaser shall pay the Consideration less any applicable withholding tax,
if a certificate or certificates (or letter) of the type referred to in clause 5.1.21 has
not been furnished to the Purchaser as follows:
 5.2.1
    
    the Escrow Amount shall be paid by the Purchaser in accordance with clause
4.1.2 and shall be subject to the provisions of clause 4;5.2.2
    
    US$41,520,703.64, being the balance of the cash Consideration, shall be paid
by the Purchaser to the Vendors Solicitors by way of telegraphic transfer (or in such
other manner as may be agreed in writing between the parties hereto) and the receipt by
the Vendors Solicitors of this amount shall (to the extent of that payment) be an
absolute discharge to the Purchaser; and5.2.3
    
    the Consideration Shares (less the Informatica Stock deposited with the Escrow
Agent pursuant to clause 4.1.2) shall be issued to Garry Moroney and held by him
subject to the Stock Restriction Agreement.
 16




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5.3
    
    Waiver of Completion RequirementsCompletion of the sale and purchase of the Shares in circumstances where certain of the
items referred to in clause 5.1 above have not been delivered shall constitute a waiver by
the Purchaser of the requirement to deliver such items.5.4
    
    Vendors to Act as Purchasers NomineesPrior to the registration of the transfers, the Vendors shall co-operate in any manner
required by the Purchaser for the convening and conduct of general meetings of any of the
Group Companies, shall execute on a timely basis all proxy forms, appointment of
representatives, documents of consent to short notice and such like that the Purchaser may
require, and shall generally act in all respects as the nominees and at the direction of the
Purchaser in respect of the Shares and all attached rights and interests. The Purchaser
shall indemnify the Vendors and hold the Vendors harmless against any loss, liability or
expense incurred by the Vendors as a result of acting as the nominees and in accordance with
the wishes or directions of the Purchaser pursuant to this clause 5.4.5.5
    
    Waiver of all claims5.5.1
    
    Subject to clause 5.5.4, each Vendor hereby agrees that it shall not make any claim against
the Purchaser, any Group Company or any Informatica Group Company by reason of the fact that
such Vendor is or was a director, shareholder or agent of any Group Company or is or was
serving at the request of any Group Company, as a partner, trustee or agent of another entity
(whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in
settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute,
constitutional document, bylaw, agreement or otherwise) with respect to any action, suit,
proceeding, complaint, claim or demand brought against the Vendors pursuant to this Agreement
or applicable law or otherwise, and each Vendor hereby acknowledges and agrees that it shall
not have any claim or right to contribution or indemnity from any Group Company with respect
to any amounts paid by it pursuant to this Agreement or otherwise.5.5.2
    
    Subject to clause 5.5.4, effective upon Completion, each Vendor hereby irrevocably waives,
releases and discharges each Group Company from any and all liabilities and obligations to it
of any kind or nature whatsoever, whether in his, her or its capacity as a shareholder or
director of any Group Company or otherwise (including in respect of any rights of contribution
or indemnification), in each case whether absolute or contingent, liquidated or unliquidated,
known or unknown, and whether arising under any agreement or understanding (other than this
Agreement and any of the other agreements executed and delivered in connection herewith) or
otherwise at law or equity, and each Vendor agrees that he, she or it shall not seek to
recover any amounts in connection therewith or thereunder from any Group Company.5.5.3
    
    In no event shall any Group Company have any liability whatsoever to any Vendor for any
breaches of the representations, warranties, agreements or covenants of the Group hereunder,
and in any event no Vendor may seek contribution from the Group in respect of any payments
required to be made by such Vendor pursuant to this Agreement.5.5.4
    
    This clause 5.5 shall not act as a waiver of the entitlement of any director or officer of a
Group Company to indemnification for which such director or officer is entitled pursuant to
the constitutional documents of the relevant Group Company subject always to applicable law.6
    
    WARRANTIES AND INDEMNITY6.1
    
    Vendor WarrantiesIn consideration of, and as an inducement to, the Purchaser entering into this Agreement the
Vendors hereby severally represent, warrant and undertake to the Purchaser that each of the
Vendor Warranties is at the date hereof true and accurate in all respects and not
misleading.
 17




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6.2
    
    General and Tax WarrantiesIn consideration of, and as an inducement to, the Purchaser entering into this Agreement the
Principal Vendors hereby severally represent, warrant and undertake to the Purchaser that,
subject to clause 6.3, each of the General Warranties and the Tax Warranties are at the date
hereof true and accurate in all respects and not misleading.6.3
    
    Disclosure LetterThe Warranties shall be qualified only by reference to those matters Disclosed. The parties
agree and acknowledge that (i) a document which is attached to or contained in the
Disclosure Letter and (ii) any statement contained in the body of the Disclosure Letter and
which in each case is specifically Disclosed against one warranty, shall notwithstanding
anything to the contrary in the Disclosure Letter be deemed to qualify each other Warranty
(a Secondary Warranty) provided that:
 6.3.1
    
    the document or statement disclosed (as the case may be) is fairly and
accurately disclosed against the Secondary Warranty; and6.3.2
    
    the document or statement disclosed (as the case may be) is disclosed with
sufficient detail to identify the nature and scope of the matter disclosed in the
context of the Secondary Warranty.
 6.4
    
    Basis of AgreementThe parties acknowledge that the Purchaser is entering into this Agreement in reliance on,
inter alia, the Warranties and furthermore that the Purchaser has entered into this
Agreement with the intention that the business of the Group shall or may be continued as a
going concern utilising all the assets and subject only to the liabilities to which the
Group would on Completion, in accordance with the terms of this Agreement, be entitled and
bound and also on the basis that the Warranties are true, accurate and not misleading in any
respect save as specifically provided to the contrary in this Agreement.6.5
    
    Separate WarrantiesEach of the Warranties shall be construed as separate and independent and save as otherwise
expressly provided shall not be limited by reference to any other warranty, clause,
sub-clause, paragraph, sub-paragraph or any provision in this Agreement or the Schedules.6.6
    
    Purchaser KnowledgeSubject to clause 6.3, no information of which the Purchaser may have knowledge (whether
actual, constructive or imputed) shall qualify or shall be deemed to qualify any of the
Warranties or prejudice any claim by the Purchaser under the Warranties or operate to reduce
any amount recoverable by the Purchaser in respect of any breach of any of the Warranties.
Without prejudice to the foregoing, the rights and remedies of the Purchaser in respect of
the Warranties shall not be affected by any investigation made by or on behalf of the
Purchaser into the affairs of the Group.6.7
    
    Warranties in Full Force and EffectThe Warranties shall continue in full force and effect after and notwithstanding Completion
and shall not in any respect be extinguished or affected by Completion and Completion shall
not in any way constitute a waiver of the rights of the Purchaser in respect of any of the
Warranties.6.8
    
    Liability of VendorsSubject to clause 6.11 and without prejudice to clause 6.9, if there shall be any breach of
any of the Warranties the Vendors shall (at the election of the Purchaser) be liable to pay
to the Purchaser on demand an amount equal to:
 18




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6.8.1
    
    100 (one hundred) per cent of any depletion or diminution in value of the
Company; or6.8.2
    
    if the result of any breach of any of the Warranties is either that some asset
of any Group Company is worth less than its value would have been had such breach not
arisen, or that such Group Company is or will be under a liability (actual or
contingent) or increased or substituted liability which would not have arisen had such
breach not arisen, an amount equal to 100 (one hundred) per cent of any depletion or
diminution in the value of the asset in question or 100 (one hundred)per cent of all
loss occasioned to such Group Company by such liability or increased or substituted
liability,
 such payment in each case to provide on a full indemnity basis for any costs and expenses
incurred investigating, resisting or negotiating any claim (whether successful or not) which
if successful would have given rise to a liability on the part of the Vendors or any of them
under this clause.6.9
    
    IndemnificationWithout prejudice to clause 6.8, the Vendors hereby severally covenant with and undertake to
the Purchaser (for itself and as trustee for the benefit of each Group Company) to indemnify
and keep indemnified and hold harmless the Purchaser and each Group Company from and against
any and all liabilities, costs, interest and expenses directly or indirectly suffered or
incurred by the Purchaser and/or such Group Company arising out of or in connection with a
breach or breaches of any provisions of this Agreement (including the Warranties), the
Escrow Agreement and the Deed of Tax Covenant.6.10
    
    Waiver by VendorsNone of the information supplied by any Group Company or its officers, employees, agents,
representatives or advisers to the Vendors or their officers, employees, agents,
representatives or advisers prior to the date of this Agreement in connection with the
Warranties, the contents of the Disclosure Letter, the Deed of Tax Covenant or otherwise in
relation to the business or affairs of the Group shall constitute or be deemed a
representation, warranty or guarantee of its accuracy by such Group to the Vendors and the
Vendors hereby waive any claims against such Group or its officers, employees, agents,
representatives or advisers which they might otherwise have in respect of the same.6.11
    
    Limitations6.11.1
    
    Subject to clause 6.12 the aggregate maximum liability of the Principal Vendors (whether at
common law, under the express terms of this Agreement or otherwise) under or in respect of all
or any claims:
 (a)
    
    for breach of the General Warranties (including any amounts due in respect
thereof pursuant to clauses 6.8 or 6.9 or 9.10);(b)
    
    for breach of the Tax Warranties (including any amounts due in respect thereof
pursuant to clauses 6.8 or 6.9 or 9.10); and(c)
    
    under the Deed of Tax Covenant,
 (the Escrow Only Claims and each an Escrow Only Claim) shall in no event exceed the
Escrow Amount and any payment to be made by the Principal Vendors in connection therewith
shall be made solely from the Escrow Account in accordance with clause 4.4 of this Agreement
and clause 4 of the Escrow Agreement and no recourse shall be had in the settlement thereof
to any other assets of the Principal Vendors or any of them.6.11.2
    
    Subject to clause 6.12, the aggregate maximum liability of the Vendors, under or in respect
of all or any claims for breach of the Vendor Warranties (including any amounts due in respect
thereof pursuant to clauses 6.8 or 6.9 or 9.10) or for a breach of this Agreement (other than
Escrow Only Claims) (each a Vendor Claim) shall in no event exceed the Consideration.
 19




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6.11.3
    
    Subject to clause 6.12, the aggregate maximum liability of each of the Vendors (whether at
common law under the express terms of this Agreement or otherwise) under or in respect of any
or all Vendors Claims, shall not exceed that Vendors Vendor Claim Relevant Proportion of the
Consideration (including that Vendors contribution to the Escrow Account).6.11.4
    
    All Vendor Claims:
 (a)
    
    if made on or before the Payment Date, shall be made in accordance with clause
4.4 of this Agreement and clause 4 of the Escrow Agreement and no recourse shall be had
in the settlement thereof to any other assets of any of the Vendors until the escrow
Fund shall have been completely exhausted; and(b)
    
    if made after the Payment Date, shall be made by service of notice on the
Vendor Representative. Unless settled or agreed such claim shall be deemed to have
been withdrawn unless proceedings are commenced within 6 (six) months of the date of
service of such notice.
 6.11.5
    
    The Principal Vendors shall have no liability whatsoever in respect of any Escrow Only
Claim:
 (a)
    
    unless the amount of that Escrow Only Claim exceeds 15,000; and(b)
    
    unless the aggregate amount of all Escrow Only Claims exceeds 250,000
 whereupon the full amount of all claims (including claims of less than 15,000) shall become
payable.6.11.6
    
    Any payment made to the Purchaser by the Escrow Agent in accordance with the Escrow
Agreement in respect of an Escrow Only Claim shall be in complete discharge of such claim.6.11.7
    
    In the event that any payment is made to the Purchaser by the Escrow Agent pursuant to the
Escrow Agreement in respect of any Vendor Claim and such payment is insufficient to satisfy in
full the amount payable to the Purchaser pursuant to the Escrow Agreement and clause 4.4 of
this Agreement in respect of such Vendor Claim, the Vendor(s) against whom the claim has been
made shall pay to the Purchaser an amount equal to the shortfall.6.11.8
    
    Subject to clause 6.12, the Vendors shall have no liability (whether at common law under the
express terms of this Agreement or otherwise) under or in respect of Escrow Only Claims, in
the event that notice pursuant to clause 4.4 of this Agreement and clause 4 of the Escrow
Agreement is not received on or prior to 18.00 PST on the Payment Date.6.12
    
    Defaulting Vendors6.12.1
    
    No limitation of any kind whatsoever shall apply in respect of an individual Vendor (a
Defaulting Vendor) in respect of any Escrow Only Claim or Vendor Claim to the extent that
such claim arises or is increased as a result of any fraudulent act, fraudulent omission or
wilful misrepresentation by the Defaulting Vendor.6.12.2
    
    For the avoidance of doubt:
 (a)
    
    the limitations set out in clause 6.11 shall continue to apply in respect of
those Vendors who are not a Defaulting Vendor, and(b)
    
    the Purchaser shall be entitled, at its sole discretion, to pursue a Defaulting
Vendor directly in respect of all or any part of his liability to make payment to the
Purchaser as a result of clause 6.12.1 without first having to have recourse to the
Escrow Amount, but this shall be without prejudice to the Defaulting Vendors right at
any time to apply all or any of its Relevant Proportion of the Escrow Amount which
remains outstanding in discharge of its liability to make payment to the Purchaser as a
result of clause 6.12.1provided however that the Purchaser shall under no circumstances
be entitled to have recourse to the balance of the Escrow Amount in satisfaction of a
Defaulting Vendors liability hereunder.
 20




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6.13
    
    Individual LiabilitySubject to clause 6.11 but notwithstanding any other provision of this Agreement the
individual liability of a Vendor (whether at common law or under the express terms of this
Agreement) under or in respect of or in connection with any Escrow Only Claim shall not
exceed that Vendors Escrow Only Relevant Proportion of the Escrow Amount immediately
following Completion and the rights of the Purchaser to recourse against the Escrow Amount
shall be limited accordingly and any payment to the Vendors of the Escrow Amount in
accordance with the Escrow Agreement shall take appropriate account of each Vendors
entitlement to the Escrow Amount after the satisfaction of all claims.6.14
    
    Vendor Protections6.14.1
    
    The Vendors will not be liable in respect of a Vendor Claim or an Escrow Only Claim:
 (a)
    
    to the extent that the matter giving rise to the Vendor Claim or Escrow Only
Claim would not have arisen but for an act, omission or transaction after Completion by
a director, employee or agent of the Purchaser, any Group Company or any Informatica
Group Company and such act, omission or transaction was undertaken outside of the
ordinary course of business of the Company as is carried on at Completion, in
circumstances where the Purchaser was aware that such act, omission or transaction
would give rise to a Vendor Claim or an Escrow Only Claim (other than a claim pursuant
to the Deed of Tax Covenant) and the Vendor Claim or Escrow Only Claim (other than a
claim pursuant to the Deed of Tax Covenant) could reasonably have been avoided without
addition cost or expense for the Group or the Informatica Group;(b)
    
    to the extent that the matter giving rise to the Vendor Claim or Escrow Only
Claim (other than a claim pursuant to the Deed of Tax Covenant) would not have arisen
but for the passing of, or a change in, after the date of this Agreement a law,
regulation or administrative practice (in each case having the force of law) which
takes effect retrospectively;(c)
    
    to the extent that the loss to which the Vendor Claim or Escrow Only Claim
(other than a claim pursuant to the Deed of Tax Covenant) is attributable to a change
made after the Completion Date in the accounting policies of any Group Company (except
where such change was required in order to comply with generally accepted accounting
practices applicable to the relevant Group Company) and where the Purchaser was aware
that such change would give rise to a Vendor Claim or an Escrow Only Claim (other than
a claim pursuant to the Deed of Tax Covenant);(d)
    
    to the extent that the matter to which the Vendor Claim or Escrow Only Claim
(other than a claim pursuant to the Deed of Tax Covenant) relates is the subject of a
specific provision in the Accounts or is the subject of a specific note in the Accounts
or is the subject of a specific accrual or a specific note in the Management Accounts
or the supporting schedules to the Management Accounts provided by Company to the
Purchaser;(e)
    
    to the extent that the matter giving rise to the Vendor Claim or an Escrow Only
Claim (other than a claim pursuant to the Deed of Tax Covenant) arises from an act,
omission or transaction before Completion with the written consent of the Purchaser, in
circumstances where the Purchaser was aware that such act, omission or transaction
would give rise to a Vendor Claim or an Escrow Only Claim (other than a claim pursuant
to the Deed of Tax Covenant);(f)
    
    to the extent that the matter giving rise to the Vendor Claim or an Escrow Only
Claim (other than a claim pursuant to the Deed of Tax Covenant) is attributable to a
change in the accounting policies of the Group to US GAAP.
 6.14.2
    
    If the Vendors or any of them pays to the Purchaser an amount in respect of a Vendor Claim
or an Escrow Only Claim and the Purchaser subsequently recovers from another person an amount
which directly relates to the matter giving rise to the Vendor Claim or Escrow Only Claim:
 21




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(a)
    
    if the amount paid by the Vendor(s) in respect of the Vendor Claim or Escrow
Only Claim is more than the amount recovered, the Purchaser shall immediately pay to
the Vendor(s) the sum recovered (less reasonable costs incurred by the Purchaser in
recovering such amount); and(b)
    
    if the amount paid by the Vendor in respect of the Vendor Claim or Escrow Only
Claim is less than or equal to the amount recovered, the Purchaser shall immediately
pay to the Vendor an amount equal to the amount paid by the Vendor (less reasonable
costs incurred by the Purchaser in recovering such amount).
 6.14.3
    
    If a liability in respect of the same matter falls on the Vendors both in respect of a claim
for breach of the Warranties and under the Deed of Tax Covenant, then in calculating sums
payable in respect of a claim for breach of the Warranties account shall be taken of sums
recovered by the Purchaser from the Escrow Account in respect of the Deed of Tax Covenant and
vice versa. For the avoidance of doubt and notwithstanding anything to the contrary in this
Agreement, the Purchaser shall not be entitled to recover from the Vendors in respect of any
loss if such loss has already been recovered from the Vendors in full.6.14.4
    
    The Purchaser shall procure that each Group Company shall give the Vendor Representative and
its professional advisers (at the cost of the Vendor Representative and on a confidential
basis) reasonable access to the premises and personnel of the Company and any relevant
chattels, documents and records within the power, possession or control of the Company to
enable the Vendors and their professional advisers to examine such chattels, accounts,
documents and records and take copies or photographs thereof for the sole purpose of
evaluating any claim for breach of the Warranties or under the Deed of Tax Covenant made by
the Purchaser.6.14.5
    
    Nothing in the Agreement shall in any way restrict or limit the general obligation of the
Purchaser to mitigate any loss or damage which it may suffer in consequence of any matter
giving rise to a claim against the Vendors under the Warranties.6.14.6
    
    In the event of a payment being made by the Vendors pursuant to the Warranties,
the Deed of Tax Covenant or the specific indemnities set out in Schedule 9 or out of the
Escrow Account to the Purchaser, the Consideration shall be deemed to have been reduced by
such amount and, in the case of payments made out of the Escrow Account, all Vendors shall be
deemed to have shared therein in accordance with their Vendor Claim Relevant Proportion.6.14.7
    
    The Purchaser confirms that it has not relied on any warranty, representation, condition or
undertaking of any of the Vendors, or of any other person save for the Warranties and that,
save for the Warranties, all representations, warranties, conditions and undertakings, whether
express or implied, statutory or otherwise, are expressly excluded.6.14.8
    
    Subject to clause 6.12, if this Agreement contains an untrue statement made by any of the
Vendors or a breach of Warranty arises and that statement or breach of Warranty also
constitutes a misrepresentation which the Purchaser relied on in entering this Agreement:
 (a)
    
    the Purchasers remedy in respect thereto shall be for breach of Warranty and
shall be dealt with in accordance with clause 6 hereof;(b)
    
    the Vendors shall not be liable (in equity or tort, or in any other way) in
respect of the misrepresentation; and(c)
    
    the Purchaser may not terminate or rescind this Agreement as a result of the
untrue statement, the breach of Warranty or misrepresentation.
 6.14.9
    
    The Purchaser warrants to the Vendor that:
 (a)
    
    the Purchaser has the requisite power and authority to enter into and perform
this Agreement and the other documents which are to be executed by the Purchaser at
Completion (the Purchasers Completion Documents);
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(b)
    
    this Agreement constitutes and the Purchasers Completion Documents will, when
executed by the Purchaser, constitute binding obligations of the Purchaser in
accordance with their respective terms;(c)
    
    the Purchaser is not in the process of formulating a claim against the Vendors
for a breach of Warranty.
 6.15
    
    Specific IndemnityThe Vendors shall indemnify each Informatica Group Company and each Group Company on the
terms of Schedule 9.6.16
    
    CapitalisationIn the event of a breach by all of the Vendors of the warranties contained in paragraphs 1.2
or 1.4 of Part 1 of Schedule 2 which arises out of the same matter or thing then the
Purchaser shall be obliged to pursue such breach (to the extent it wishes to pursue the
breach at all) against all of the Vendors.7
    
    OPTIONS7.1
    
    Assumption of Employee Options7.1.1
    
    Immediately prior to Completion, each outstanding Employee Option will by virtue of the
transactions contemplated by this Agreement and without any further action on the part of the
holder thereof, be assumed by the Purchaser and converted into an option to purchase
Informatica Common Stock.7.1.2
    
    Each Option so assumed by the Purchaser under this Agreement will continue to have, and be
subject to, the same terms and conditions of such options immediately prior to the assumption
(including, without limitation, any repurchase rights or vesting provisions), except that (i)
each Employee Option will be exercisable (or will become exercisable in accordance with its
terms) for that number of whole shares of Informatica Common Stock equal to the product
(rounded down to the nearest whole number of shares of Informatica Common Stock) of the number
of B Ordinary Shares that were issuable upon exercise of such Employee Option immediately
prior to the assumption multiplied by the Option Conversion Ratio, and (ii) the per share
exercise price for the shares of Informatica Common Stock issuable upon exercise of such
assumed Employee Option will be equal to the quotient determined by dividing the exercise
price per share of B Ordinary Shares at which such Employee Option was exercisable immediately
prior to the assumption by the Option Conversion Ratio, rounded up to the nearest whole cent.7.1.3
    
    Each Group Company shall take all actions necessary or desirable to give effect to the
provisions of this clause 7 including, without limitation, obtaining the consent of the
holders of Employee Options, providing notice to the holders of Employee Options and/or
amending the terms of its equity incentive plans or arrangements.7.2
    
    Notice7.2.1
    
    No later than fourteen (14) Business Days after Completion, the Company shall deliver to
each individual who holds an Employee Option a notice communicating such assumption to each
individual who holds an Employee Option in the form set out in Appendix D hereto.7.2.2
    
    In addition, the Company shall provide such other notices, which shall comply with the terms
of the Employee Option Plan, to each holder of an Employee Option, as reasonably requested by
the Purchaser, in order to effectuate the assumption of the Employee Options pursuant to
clause this clause 7, and the Company shall provide to the Purchaser such information
necessary to be
included in any communication to be
sent by the Purchaser to each
holder of an Employee Option as
reasonably determined by the
Purchaser to effectuate the
assumption of the Employee Options
pursuant to pursuant to this clause 7.
 23




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7.3
    
    S-8 filingThe Purchaser shall use commercially reasonable efforts to file, within ten (10) business
days following the Completion Date, a registration statement on Form S-8 with the United
States Securities and Exchange Commission (SEC) (to the extent Form S-8 is available for
use by the Purchaser) registering a number of shares of Informatica Common Stock equal to
the number of shares of Informatica Common Stock issuable upon the exercise of all Employee
Options assumed by the Purchaser pursuant to clause 7.1 hereof; provided, however, that if
the Purchaser is required to file the Companys audited financial statements pursuant to
Item 9.01 of Form 8-K, then the filing date of such Form S-8 shall be the later of (i)
twenty (20) business days following the Completion Date or (ii) three (3) business days
following the filing of the Companys audited financial statements on Form 8-K. Such
registration statement shall be kept effective (and the current status of the prospectus
required thereby shall be maintained in accordance with the relevant requirements of the
united States Securities Act and Exchange Act) at least for so long as any Company Options
assumed by Purchaser remain outstanding. The Purchaser shall take such other action
including without limitation the filing of an Additional Listing Application on Nasdaq as
may be required from time to time to enable the public sale of such shares. The Purchaser
represents and warrants that it know s of no reason why registration of such shares on From
S-8 would be unavailable or delayed.8
    
    RESTRICTIVE COVENANTS8.1
    
    Restrictive Covenants by VendorsIn further consideration of, and as a further inducement to, the Purchaser entering into
this Agreement and for the purpose of assuring to the Purchaser the full benefit of the
Business and goodwill of the Group, Garry Moroney and Brian Caulfield hereby covenants with
and undertakes to the Purchaser (for the benefit of the Purchaser and as trustee for the
benefit of the Group and its successors in title to the Business) that he shall not either
alone or jointly or in conjunction with or on behalf of or through the agency of any person
and whether as principal, agent, partner, shareholder, holding company, director, manager,
adviser, consultant, employee or otherwise howsoever and whether directly or indirectly:
 8.1.1
    
    during the period commencing on Completion and expiring on the date which
falls 18 calendar months from the Completion Date:
 (a)
    
    carry on or participate or assist or be engaged or concerned or
interested (except as the holder or beneficial owner for investment purposes of
not more than 5 (five) per cent in nominal value of any class of securities
listed or dealt in on a generally recognised stock exchange) in any Restricted
Business Activity in the Restricted Business Area;(b)
    
    in connection with any Restricted Business Activity in the
Restricted Business Area, directly or indirectly:
 (i)
    
    solicit, interfere with or endeavour to entice
away from the Group or the Informatica Group whether directly or
indirectly any person who is at Completion or who has been at any time
during the period of 2 (two) years immediately preceding Completion a
customer of any Group Company or any Informatica Group Company;(ii)
    
    endeavour to solicit or entice away or offer
employment to any person who is at Completion an employee, officer or
manager of any Group Company or any Informatica Group Company whether
or not such person would commit a breach of contract by reason of
leaving the employment, office or service of such Group Company or such
Informatica Group
Company (provided however that it shall not constitute a breach of
this clause for any such employee, officer or manager to respond to
a general advertisement for employment); or
 24




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(iii)
    
    enter into partnership with or appoint as a
consultant or adviser any person who is at the date hereof or who
between that date and Completion becomes an employee, officer, manager
or representative of or consultant or adviser to any Group Company or
any Informatica Group Company;
 (c)
    
    interfere or seek to interfere or take such steps as may
interfere with the continuance of supplies to any Group Company or any
Informatica Group Company (or the terms relating to such supplies) from any
suppliers who are at Completion or who have been at any time during the period
of 2 (two) years immediately preceding Completion supplying materials,
components, products, goods or services to the Group or the Informatica Group;(d)
    
    do or say anything which is reasonably likely to lead any
person to cease to do business with any Group Company or any Informatica Group
Company on substantially equivalent terms to those previously offered or at all
or which is reasonably likely to prevent any person in the future, whether or
not doing business with such Group Company or such Informatica Group Company at
Completion, from doing business with such Group Company or such Informatica
Group Company or do or say anything which is harmful to the reputation of such
Group Company or such Informatica Group Company;
 8.1.2
    
    at any time after Completion save in the case of clauses 8.1.2(a) and 8.1.2(b)
in furtherance of his duties as an employee of the Group:
 (a)
    
    use or adopt or purport to use or adopt the name of any Group
Company or any Informatica Group Company;(b)
    
    represent himself in any way as having any present connection
with any Group Company or any Informatica Group Company;(c)
    
    use or procure the use, in connection with any business, of any
name or any trade name used or owned by any Group Company or any Informatica
Group Company on Completion or any part or combination or abbreviations thereof
likely to be confused therewith or any Intellectual Property owned or
exclusively entitled to be used by any Group Company or any Informatica Group
Company;or(d)
    
    disclose or cause to be disclosed to any person or use for any
purpose any Confidential Information or any information in relation to which
any Group Company is bound by an obligation of confidence to a third party and
he shall use his best endeavours to prevent the publication or disclosure of
any such in formation.
 8.2
    
    Severability and RectificationEach of Garry Moroney and Brian Caulfield hereby acknowledges and agrees with the Purchaser
that each of the undertakings contained in clause 8.1 constitutes an entirely separate,
severable, independent and separately enforceable restriction on each of them and that the
duration, extent and application of the respective restrictions in clause 8.1 are no greater
than is reasonable and necessary for the protection of the legitimate interests of the
Purchaser and the Group but that if any such restriction shall be adjudged by any court or
regulatory authority or agency of competent jurisdiction to be void or unenforceable but
would be valid if part of the wording thereof was deleted and/or the period thereof and/or
the geographical area dealt with thereby was reduced, the said restriction shall apply
within the jurisdiction of that court or regulatory authority or agency with such
modifications as may be necessary to make it valid, effective and enforceable.8.3
    
    Permitted ActivitiesNotwithstanding anything to the contrary in clause 8 or elsewhere in this Agreement nothing
in clause 8.1.1(a) shall limit, prohibit or otherwise restrict the activities of (a) Brian
Caulfield in his
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capacity as a director, partner, member, equity-holder or employee of or
consultant to Trinity Venture Capital Limited, or another similar venture capital
institution, or (b) Trinity Venture Capital Limited (or any other venture capital
institution that Brian Caulfield is a director, partner, member, equity-holder or employee
of or consultant to) and its affiliates and portfolio companies. It is acknowledged and
agreed that Brian Caulfield shall not be in breach of clause 8.1.1(a) where a portfolio
company of the venture capital institution by which he is employed solicits from a Group
Company or an Informatica Group Company a former or current employee of such company in
circumstances where Brian Caulfield has not actively participated in the selection and/or
solicitation of such employee.9
    
    MISCELLANEOUS PROVISIONS9.1
    
    Survival of obligationsThe provisions of this Agreement which shall not have been performed on Completion shall
remain in full force and effect notwithstanding Completion.9.2
    
    Binding on successorsThis Agreement shall be binding upon and enure to the benefit of the respective parties
hereto and their respective personal representatives, successors and permitted assigns.9.3
    
    Waiver, release and remedies9.3.1
    
    A waiver by the Purchaser of any breach by any party hereto of any of the terms, provisions
or conditions of this Agreement or the acquiescence of the Purchaser in any act (whether
commission or omission) which but for such acquiescence would be a breach as aforesaid shall
not constitute a general waiver of such term, provision or condition or an acquiescence to any
subsequent act contrary thereto.9.3.2
    
    Any remedy or right conferred upon the Purchaser for breach of this Agreement shall be in
addition to and without prejudice to all other rights and remedies available to it whether
pursuant to this Agreement or provided for by law.9.3.3
    
    No failure or delay by the Purchaser in exercising any claim, remedy, right, power or
privilege under this Agreement shall operate as a waiver nor shall a single or partial
exercise of any claim, remedy, right, power or privilege preclude any further exercise thereof
or exercise of any other claim, right, power or privilege.9.3.4
    
    Any liability of any party hereto to the Purchaser under the provisions of this Agreement
may in whole or in part be released, varied, postponed, compounded or compromised by the
Purchaser in its absolute discretion as regards such party without in any way prejudicing or
affecting its rights against any other party hereto under the same or a like liability whether
joint and several or otherwise. Should any provision of this Agreement transpire not to be
enforceable against any of the parties hereto, such non-enforceability shall not render such
provision unenforceable against any other party hereto.9.4
    
    CounterpartsThis Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts each of which when executed and delivered shall constitute
an original and all such counterparts together constituting but one and the same instrument.9.5
    
    AssignmentThis Agreement shall not be assignable in whole or in part by the Vendors but the Purchaser
shall be entitled to assign and transfer all or any of its rights and obligations hereunder
to any other member of Informatica Group and by any assignee to any other member of the
Informatica Group (but not to any other person) and such assignee or transferee shall be
entitled to enforce the same against the Vendors or any of them as if it were named in this
Agreement as the Purchaser.
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9.6
    
    NoticesSubject to clause 9.8.2, any notice or other communication to any party hereto (whether
required or permitted to be given under or in connection with this Agreement or the Deed of
Tax Covenant) shall be in writing and shall (at the option of the party giving the notice)
be:
 (a)
    
    delivered by hand; or(b)
    
    sent by facsimile,
 in the case of any of the Vendors to the Vendor Representative in accordance with the
details set out below and in the case of the Purchaser, as set out below, or to such other
address or facsimile number as is from time to time notified to the party giving the notice
in compliance with the provisions of this clause 9.6:The VendorsBrian Caulfield (the Vendor Representative)
 Address:
    
    100 Iona Road , Glasnevin. Dublin 9.Facsimile:
    
    +353 1 22057701
 with a copy to:ODonnell Sweeney SolicitorsAttention: Managing Partner
 Address:
    
    One Earlsfort Centre, Earlsfort Terrace, Dublin 2Facsimile:
    
    +353 1 66 44 300
 The Purchaser
 Address:
    
    100 Cardinal Way, Redwood City, CA 94063, USAFacsimile:
    
    +1 (650) 385 5500
 for the urgent attention of Chief Legal Counsel.9.7
    
    Notice Deemed to be ServedAny notice or communication referred to in clause 9.6 shall be deemed to have been served:
 (a)
    
    if delivered by hand, on delivery; and(b)
    
    if sent by facsimile, when the senders facsimile machine issues confirmation
that the relevant pages have been transmitted to the recipients facsimile machine.
 9.8
    
    Confirmation of Notice9.8.1
    
    Each person giving a notice or making a communication hereunder by facsimile shall promptly
confirm such notice or communication by post to the person to whom such notice or
communication was addressed but the absence of any such confirmation shall not affect the
validity of any such notice or communication or the time upon which it is deemed to have been
served.9.8.2
    
    For all purposes of this Agreement, a notice served on the Vendor Representative shall be
deemed to be served on all of the Vendors.9.9
    
    VariationNo variation of this Agreement shall be valid unless it is in writing and signed by or on
behalf of each of the parties hereto.
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9.10
    
    Withholding and Grossing Up9.10.1
    
    The Vendors and the Warrantors shall pay all sums payable by them under this Agreement and
the Deed of Tax Covenant free and clear of all deductions or withholding unless the law
requires a deduction or withholding to be made. If a deduction or withholding is so required
the Vendors and the Warrantors shall pay such additional amount as will ensure that the net
amount the payee receives equals the full amount which it would have received had the
deduction or withholding not been required.9.10.2
    
    If any Revenue Authority brings any sum paid by the Vendors and the Warrantors under or
pursuant to this Agreement or the Deed of Tax Covenant into a charge to Tax, the Vendors and
the Warrantors shall pay such additional amount as will ensure that the total amount paid,
less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable
under this Agreement.9.11
    
    Further Assurance and InformationAt the request of the Purchaser from time to time, each of the Vendors shall severally (and
shall procure that any other necessary person shall) at his own cost and expense:
 9.11.1
    
    execute and do all such documents, acts and things as may be required subsequent to
Completion for assuring to or vesting in the Purchaser (including its nominee or
nominees) the beneficial ownership of the Shares being transferred by such Vendor or
otherwise in order to perfect the right, title and interest of the Purchaser to the
Shares or of any Group Company to any asset.9.11.2
    
    provide or procure the provision to the Purchaser of all information in their
possession or under their control subsequent to Completion relating to the business and
affairs of the Group and will give, or procure to be given to the Purchaser, its
advisers and agents such access to (including the right to take copies of) any
documents in their possession or under their control containing such information as
the Purchaser may from time to time reasonably require.
 9.12
    
    AnnouncementNo announcement or disclosure regarding all or any part of the transactions contemplated by
this Agreement shall be made by any of the parties hereto without the prior written approval
of the other parties (such approval not to be unreasonably withheld) save for any such
announcement as is required to be made by Purchaser to comply with any applicable laws and
the rules and regulations of the Nasdaq Stock Market, any announcement or disclosure by any
party hereto which is required by applicable law or the requirements of any governmental
department, agency or regulator and any announcement or disclosure by either Trinity Venture
Capital Limited or Delta Management Partners II Limited to any investor in their funds
provided however that any such announcement or disclosure is on a confidential basis.9.13
    
    Whole AgreementThis Agreement, the Deed of Tax Covenant and the Escrow Agreement together contain the whole
agreement between the parties hereto relating to the transactions provided for in this
Agreement and supersede all previous agreements (if any) between such parties in respect of
such matters and each of the parties to this Agreement acknowledges that in agreeing to
enter into this Agreement and the other documents and agreements referred to in this clause,
it has not relied on any representations or warranties except for those contained in this
Agreement.9.14
    
    SeverabilityEach of the provisions of this Agreement is separate and severable and enforceable
accordingly and if at any time any provision is adjudged by any court of competent
jurisdiction to be void or unenforceable the validity, legality and enforceability of the
remaining provisions hereof and of that provision in any other jurisdiction shall not in any
way be affected or impaired thereby.
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##### 



9.15
    
    Costs9.15.1
    
    Subject to clause 9.15.2, each party hereto shall bear any costs, fees or expenses incurred
by it in connection with negotiating, preparing and entering into this Agreement.9.15.2
    
    The Purchaser shall bear the reasonable legal and financial expenses of the Vendors incurred
in conducting due diligence in respect of the Company and in entering into this Agreement
subject to a maximum amount of EUR500,000 (including all expenses, VAT (if applicable), costs
and outlay.9.16
    
    Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of Ireland.
Each of the parties hereto hereby agrees that the courts of Ireland shall have non-exclusive
jurisdiction to hear and determine any suit, action or proceedings that may arise out of or
in connection with this Agreement and for such purposes irrevocably submits to the
jurisdiction of such courts.
 IN WITNESS
 29




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##### 



OMITTED ATTACHMENTS TO THE SHARE PURCHASE AGREEMENT
 provided, however
 ATTACHMENT
    
    DESCRIPTIONSchedule 1
    
    Part 1 Vendors and their ShareholdingsPart 2VendorsSchedule 2
    
    Part 1 Vendor WarrantiesPart 2 General WarrantiesPart 3 Tax WarrantiesSchedule 3
    
    Deed of Tax CovenantSchedule 4
    
    Part 1 Directors and Secretary of the CompanyPart 2 Continuing DirectorsSchedule 5
    
    PropertiesSchedule 6
    
    Service AgreementsSchedule 7
    
    Details of SubsidiariesSchedule 8
    
    Option Assumption NoticeSchedule 9
    
    Specific IndemnitySchedule 10
    
    Form of Enterprise Ireland GuaranteeSchedule 11
    
    Part A Details of Letters of OfferPart B Guaranteed amounts under the Letters of OfferAnnexure A
    
    AccountsAnnexure B
    
    Management AccountsAnnexure C
    
    Share option table




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SIGNED SEALED AND DELIVERED  GARRY MORONEY
 /s/ Garry Moroney(Signature)WitnessAddressOccupation




---



##### 



SIGNED SEALED AND DELIVERED  BRIAN CAULFIELD
 /s/ Brian Caulfield(Signature)WitnessAddressOccupation




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##### 



SIGNED SEALED AND DELIVERED  PADRAIG CUNNINGHAM
 /s/ Padraig Cunningham(Signature)WitnessAddressOccupation




---



##### 



SIGNED SEALED AND DELIVERED  RONAN PEARSE
 /s/ Ronan Pearse(Signature)WitnessAddressOccupation




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##### 



SIGNED SEALED AND DELIVERED  GARY RAMSAY
 /s/ Gary Ramsay(Signature)WitnessAddressOccupation




---



##### 



SIGNED SEALED AND DELIVERED  BILL OCONNOR
 /s/ Bill OConnor(Signature)WitnessAddressOccupation




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##### 



SIGNED SEALED AND DELIVERED  JIM MOUNTJOY
 /s/ Jim Mountjoy(Signature)WitnessAddressOccupation




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SIGNED SEALED AND DELIVERED  EAMON KEATING
 /s/ Eamon Keating(Signature)WitnessAddressOccupation




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##### 



SIGNED SEALED AND DELIVERED  SEAN BAKER
 /s/ Sean Baker(Signature)WitnessAddressOccupation




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For and on behalf of
DELTA EQUITY FUND II LIMITED PARTNERSHIP  DELTA MANAGEMENT
PARTNERS II LIMITED
 Signature
    
    /s/ Authorized SignatoryNameTitle




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##### 



For and on behalf of
HOTORIGIN LIMITED
 Signature
    
    /s/ Authorized SignatoryNameTitle




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##### 



For and on behalf of
Trinity Venture Fund 2 acting through its Manager
TRINITY VENTURE CAPITAL LIMITED
 Signature
    
    /s/ Authorized SignatoryNameTitle




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##### 



For and on behalf of
ENTERPRISE IRELAND
 Signature
    
    /s/ Authorized SignatoryNameTitle




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##### 



INFORMATICA CORPORATION
 Signature
    
    /s/ Sohaib AbbasiName
    
    Sohaib AbbasiTitle
    
    President and CEO