Joinder and Amendment No. 1 to Shareholders Agreement and Registration Agreement



 Exhibit 10.26 
 JOINDER AND AMENDMENT TO 
 AMENDED AND RESTATED SHAREHOLDERS
AGREEMENT AND 
 REGISTRATION AGREEMENT 

THIS JOINDER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND REGISTRATION AGREEMENT (this
“Amendment”) is made as of September 3, 2004, by and among Concerto Software Group Holdings Ltd. (f/k/a New Melita Topco Ltd.), a company organized under the laws of the Cayman Islands (the “Company”), the
investment funds managed by Golden Gate Capital listed on the signature pages hereto and Rockwell Automation Holdings, Inc., a Delaware corporation (“Rockwell”). 

Reference is made to (a) that certain Amended and Restated Shareholders Agreement, dated as of February 9, 2004 (the
“Shareholders Agreement”), by and among the Company and the Persons listed on Schedules I, II and III attached thereto and (b) that certain Registration Agreement, dated as of February 9, 2004 (the “Registration
Agreement”), by and among the Company and the Persons listed on Schedules I, II and III attached thereto. 
 The
parties hereto desire to amend the Shareholders Agreement in certain respects and join Rockwell as a party to the Shareholders Agreement and the Registration Agreement as of the date hereof, in each case as hereinafter provided. 

NOW, THEREFORE, the parties to this Amendment hereby agree as follows: 

1. Amendment of Shareholders Agreement. Pursuant to Section 11 of the Shareholders Agreement, the Shareholders
Agreement is hereby amended by deleting the definition of “Shareholder Shares” as set forth in Section 9 of the Shareholders Agreement and replacing it with the following: 

“Shareholder Shares” means the Golden Gate Shares, the Oak Shares and the Other Shares. For purposes of this Agreement,
each Shareholder who holds options or warrants to acquire Ordinary Shares or securities convertible into Ordinary Shares shall be deemed to be the holder of all Shareholder Shares issuable (at the time of such determination) upon the exercise of
such options or warrants or the conversion of such securities. As to any particular shares constituting Shareholder Shares, such shares will cease to be Shareholder Shares when they have been (x) effectively registered under the Securities Act
and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or by any similar provision then in force) under the Securities Act, in each
case in conformity with the terms and conditions of this Agreement. 
 2. Addition of Rockwell to the Shareholders
Agreement. 
 (a) The parties hereto agree that, by and upon execution of this Amendment, Rockwell (i) shall be a
party to the Shareholders Agreement, (ii) accepts and agrees to be subject to all terms, conditions and obligations of the Shareholders Agreement as a holder of Other Shares, (iii) shall be considered a member of the “Other
Group” and a holder of “Other Shares” thereunder and (iv) shall be entitled to the rights and benefits and subject to the duties and obligations of a member of the Other Group and a holder of Other Shares thereunder,
as applicable, in each case as fully as if Rockwell were an original signatory thereto in such capacities. 







 (b) Schedule III attached to the Shareholders Agreement is hereby amended to add
Rockwell thereto. 
 3. Addition of Rockwell to the Registration Agreement. 

(a) The parties hereto agree that, by and upon execution of this Amendment, Rockwell (i) shall be a party to the Registration
Agreement, (ii) accepts and agrees to be subject to all terms and conditions of the Registration Agreement as a holder of Other Registrable Securities, (iii) shall be considered an “Other Shareholder” and a holder of
“Other Registrable Securities” thereunder and (iv) shall be entitled to the rights and benefits and subject to the duties and obligations of an Other Shareholder and a holder of Other Registrable Securities thereunder, as
applicable, in each case as fully as if Rockwell were an original signatory thereto in such capacities. 
 (b) Schedule
III attached to the Registration Agreement is hereby amended to add Rockwell thereto. 
 4. Incorporation
by Reference of Certain Provisions of the Note. Reference is made to that certain Convertible Subordinated Promissory Note dated as of the date hereof (as amended, restated or otherwise modified in accordance with the terms thereof, the
“Note”) in the initial principal amount of $30,117,000 issued by the Company in favor of Rockwell. The terms and conditions of paragraphs 10 and 11 of the Note are hereby incorporated in full by reference as if fully set forth
herein. 
 5. Continuing Effect. Except as expressly provided herein, this Amendment shall not constitute
an amendment, modification or waiver of any provision of the Shareholders Agreement or the Registration Agreement, each of which shall continue and remain in full force and effect in accordance with its terms (as amended hereby). 

6. Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein. 

  
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 7. Counterparts. This Agreement may be executed in one or more counterparts
each of which shall be an original and all of which taken together shall constitute one and the same agreement. 
 8.
Delivery by Facsimile. This Amendment and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any
party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a
facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives
any such defense. 
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 IN WITNESS WHEREOF, the parties hereto have executed this Joinder and Amendment
No. 1 to Amended and Restated Shareholders Agreement and Registration Agreement on the day and year first above written. 
  

			
	Concerto Software Group Holdings Ltd.
		
	By:	 	/s/ Michael J. Provenzano III
		
	Name:	 	Michael J. Provenzano III
		
	Title:	 	Treasurer
	
	CCG INVESTMENTS BVI, L.P.
	CCG ASSOCIATES – QP, L.L.C.
	CCG ASSOCIATES – AI, L.L.C.
	CCG INVESTMENT FUND – AI, L.P.
	CCG AV, L.L.C. - series C
	CCG AV, L.L.C. - series F
	CCG CI, L.L.C.
		
	By:	 	Golden Gate Capital Management, L.L.C.
	Its:	 	Authorized Representative
		
	By:	 	/s/ David Dominik
	Name:	 	David Dominik
	Its:	 	Managing Director
	
	Rockwell Automation Holdings, Inc.
		
	By:	 	/s/ John M. Miller
		
	Name:	 	John M. Miller
		
	Title:	 	Vice President


 [Signature Page to Joinder and Amendment]