THIS SHAREHOLDER AGREEMENT, dated as of March 7, 1999 (this "Agreement"), is made and entered
into among BMC Software, Inc., a Delaware corporation ("Purchaser") Einav Computer Systems Ltd., an Israeli
corporation ("ECS"), and Roni A. Einav and Dalia Prashker-Katzman, shareholders of ECS (each an "Owner"
and collectively, the "Owners"). For purposes of this Shareholder Agreement, ECS and the Owners are
collectively referred to as the "Shareholder Group."
WHEREAS, concurrently herewith, Purchaser and New Dimension Software Ltd., an Israeli corporation (the
"Company"), are entering into a Share Purchase and Tender Agreement (as such agreement may hereafter be
amended from time to time, the "Tender Agreement"); and
WHEREAS, as an inducement and a condition to entering into the Tender Agreement, Purchaser has required
that Shareholder Group agree, and Shareholder Group has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and
agreements contained herein and the benefits to be received by the parties under the terms of the Tender
Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:
(a) Capitalized terms used and defined herein shall have the respective meanings ascribed to them in the Tender
Agreement. For purposes of this Agreement:
(i) "Alternative Disposition" shall have the meaning ascribed to such term in Article IV.
(ii) "Alternative Transaction Consideration" shall mean all cash, securities, settlement or termination amounts,
notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by
Shareholder Group and its affiliates in connection with or as a result of an Alternative Disposition or any
agreements or arrangements (including, without limitation, any employment agreement, consulting agreement, non-
competition agreement, confidentiality agreement, settlem