Subsidiary Guaranty – Under Credit Agreement – Dutch Subsidiaries of TIBCO Software Inc.

SUBSIDIARY GUARANTY

(Netherlands)

This SUBSIDIARY GUARANTY (Netherlands), dated as of December 19, 2011 (as
amended, restated, extended, supplemented or otherwise modified from time to
time, this “Subsidiary Guaranty“), is made by each Subsidiary of TIBCO
SOFTWARE INC., a Delaware corporation (the “Company“), from time to time
party hereto as set forth on Schedule I attached hereto (each
individually, a “Guarantor” and, collectively, the “Guarantors“),
in favor of BANK OF AMERICA, N.A., as administrative agent (together with its
successor(s) thereto in such capacity, the “Administrative Agent“) for
each of the Lenders and the L/C Issuer (together with the Administrative Agent,
collectively, the “Lender Parties“).

W I T N E S S
E T H:

WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of
December 19, 2011 (as amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement“), among the Company,
the Designated Borrowers party thereto, the Lenders and the Administrative
Agent, the Lenders and the L/C Issuer have extended Commitments to make Credit
Extensions to the Borrowers; and

WHEREAS, as a condition precedent to the making of the Credit Extensions
under the Credit Agreement, each Guarantor is required to execute and deliver
this Subsidiary Guaranty.

NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lenders and the L/C Issuer to
make Credit Extensions to the Borrowers, each Guarantor jointly and severally
agrees, for the benefit of each of the Lender Parties, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Certain Terms. The following terms when used in this
Subsidiary Guaranty, including its preamble and recitals, shall have the
following meanings (such definitions to be equally applicable to the singular
and plural forms thereof):

“Administrative Agent” is defined in the preamble.

“Company” is defined in the preamble.

“Credit Agreement” is defined in the first recital.

“Guaranteed Obligations” is defined in Section 2.1(a).

“Guarantor” and “Guarantors” are defined in the
preamble.

“Lender Parties” is defined in the preamble.

“Subsidiary Guaranty” is defined in the preamble.

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“Termination Date” means the date on which all Obligations (other than
contingent indemnity obligations in respect of which no claim has been asserted
or any Obligations under any Covered Cash Management Agreement or Covered Hedge
Agreement) have been paid in full in cash, all Letters of Credit have been
terminated or have expired (or have been Cash Collateralized), and all
Commitments shall have been terminated.

SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Subsidiary
Guaranty, including its preamble and recitals, have the meanings provided in the
Credit Agreement.

ARTICLE II

GUARANTY PROVISIONS

SECTION 2.1. Subsidiary Guaranty. Each Guarantor hereby jointly and
severally absolutely, unconditionally and irrevocably:

(a) guarantees the full and punctual payment when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or
otherwise, of all Obligations each Designated Borrower set forth on Schedule
II attached hereto (collectively, the “Guaranteed Obligations“) now
or hereafter existing, whether for principal, interest (including interest
accruing at the then Applicable Rate provided in the Credit Agreement after the
occurrence of any Default set forth in Section 8.01(f) or (g) of the Credit
Agreement, whether or not a claim for post-filing or post-petition interest is
allowed under applicable Law following the institution of a proceeding under
bankruptcy, insolvency or similar Laws), fees, reimbursement obligations with
respect to the Letters of Credit or otherwise, expenses or otherwise (including
all such amounts which would become due but for the operation of the automatic
stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
§362(a), and the operation of Sections 502(b) and 506(b) of the United States
Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)); and

(b) indemnifies and holds harmless each Lender Party for any and all costs
and expenses (including reasonable attorney153s fees and expenses) incurred by
such Lender Party in enforcing any rights under this Subsidiary Guaranty.

provided that (i) each Guarantor shall only be liable under this
Subsidiary Guaranty for the maximum amount of such liability that can be hereby
incurred without rendering this Subsidiary Guaranty, as it relates to such
Guarantor, voidable under applicable Law relating to fraudulent conveyance,
fraudulent transfer, or financial assistance laws (including article 2:207C of
the Dutch Civil Code), and not for any greater amount and (ii) in no event shall
any Guarantor that is a Foreign Subsidiary be liable for any Obligations of any
Borrower other than a Foreign Obligor. This Subsidiary Guaranty constitutes a
guaranty of payment when due and not of collection, and each Guarantor
specifically agrees that it shall not be necessary or required that any Lender
Party exercise any right, assert any claim or demand or enforce any remedy
whatsoever against any Loan Party or any other Person before or as a condition
to the obligations of such Guarantor hereunder.

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SECTION 2.2. Payments Set Aside. To the extent that any payment by or
on behalf of any Guarantor is made to any Lender Party, or any Lender Party
exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by such Lender Party in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor
Relief Law or otherwise, then to the extent of such recovery, the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had
not occurred.

SECTION 2.3. Guaranty Absolute, etc. This Subsidiary Guaranty shall in
all respects be a continuing, absolute, unconditional and irrevocable guaranty
of payment, and shall remain in full force and effect until the Termination Date
has occurred. Each Guarantor severally guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of each Loan
Document under which they arise, regardless of any Law, regulation or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Lender Party with respect thereto. The liability under this
Subsidiary Guaranty of (i) each Guarantor that is a Domestic Subsidiary shall be
joint and several, and (ii) each Guarantor that is a Foreign Subsidiary shall be
several only, and in each case shall be absolute, unconditional and irrevocable
irrespective of:

(a) any lack of validity, legality or enforceability of any Loan Document;

(b) the failure of any Lender Party:

(i) to assert any claim or demand or to enforce any right or remedy against
any Loan Party or any other Person (including any other guarantor) under the
provisions of any Loan Document or otherwise, or

(ii) to exercise any right or remedy against any other guarantor (including
any Borrower or any other Guarantor) of, or collateral (if any) securing, any
Guaranteed Obligation;

(c) any change in the time, manner or place of payment of, or in any other
term of, all or any part of the Guaranteed Obligations, or any other extension,
compromise or renewal of any Obligation;

(d) any reduction, limitation, impairment or termination of any Guaranteed
Obligation for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to (and each Guarantor hereby
waives any right to or claim of) any defense or setoff, counterclaim, recoupment
or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any other
event or occurrence affecting, any Guaranteed Obligation or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any
consent to or departure from, any of the terms of any Loan Document;

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(f) any addition, exchange or release of any collateral (if any) or of any
Person that is (or will become) a guarantor (including a Guarantor hereunder) of
the Guaranteed Obligations, or any surrender or non perfection of any
collateral, or any amendment to or waiver or release or addition to, or consent
to or departure from, any other guaranty held by any Lender Party securing any
of the Guaranteed Obligations; or

(g) any other circumstance which might otherwise constitute a defense
available to, or a legal or equitable discharge of, any Loan Party, any surety
or any guarantor.

SECTION 2.4. Setoff. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, after obtaining the
prior written consent of the Administrative Agent, to the fullest extent
permitted by applicable Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of any Guarantor against any and all of the obligations of such Guarantor now or
hereafter existing under this Subsidiary Guaranty or any other Loan Document to
such Lender or the L/C Issuer, irrespective of whether or not such Lender or the
L/C Issuer shall have made any demand under this Subsidiary Guaranty or any
other Loan Document and although such obligations of such Guarantor may be
contingent or unmatured or are owed to a branch or office of such Lender or the
L/C Issuer different from the branch or office holding such deposit or obligated
on such indebtedness. The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section 2.4 are in addition to other
rights and remedies (including other rights of setoff) that such Lender, the L/C
Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer
agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application; provided that the failure to give such
notice shall not affect the validity of such setoff and application.

SECTION 2.5. Waiver, etc. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Subsidiary Guaranty and any requirement that any
Lender Party protect, secure, perfect or insure any Lien, or any property
subject thereto, or exhaust any right or take any action against any Loan Party
or any other Person (including any other guarantor) or entity or any collateral
securing the Guaranteed Obligations, as the case may be.

SECTION 2.6. Postponement of Subrogation, etc. Each Guarantor agrees
that it will not exercise any rights which it may acquire by way of rights of
subrogation under any Loan Document to which it is a party, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from any
Loan Party, in respect of any payment made under any Loan Document or otherwise,
until following the Termination Date. Any amount paid to any Guarantor on
account of any such subrogation rights prior to the Termination Date shall be
held in trust for the benefit of the Lender Parties and shall immediately be
paid and turned over to the Administrative Agent for the benefit of the Lender
Parties in the exact form received by such Guarantor (duly endorsed in favor of
the Administrative Agent, if required), to be credited and applied against the
Guaranteed Obligations, whether matured or unmatured, in accordance with
Section 2.7; provided that if any Guarantor has made payment to
any Lender Party of all or any

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part of the Guaranteed Obligations and the Termination Date has occurred,
then at such Guarantor153s request, the Administrative Agent (on behalf of the
Lender Parties) will, at the expense of such Guarantor, execute and deliver to
such Guarantor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment. In furtherance of the foregoing, at all times prior to the Termination
Date, each Guarantor shall refrain from taking any action or commencing any
proceeding against any Loan Party (or its successors or assigns, whether in
connection with a bankruptcy proceeding or otherwise) to recover any amounts in
respect of payments made under this Subsidiary Guaranty to any of the Lender
Parties.

SECTION 2.7. Payments; Application. Each Guarantor hereby agrees with
each Lender Party as follows:

(a) All payments made by such Guarantor hereunder will be made in Dollars or
other applicable Alternative Currency to the Administrative Agent, without
setoff, counterclaim or other defense and in accordance with Sections 3.01 and
8.03 of the Credit Agreement, free and clear of and without deduction for any
Taxes, each Guarantor hereby agreeing to comply with and be bound by the
provisions of Sections 3.01 and 8.03 of the Credit Agreement in respect of all
payments made by it hereunder and the provisions of which Sections are hereby
incorporated into and made a part of this Subsidiary Guaranty by this reference
as if set forth herein; provided that references to the “Borrower” in
such Sections shall be deemed to be references to each Guarantor, and references
to “this Agreement” in such Sections shall be deemed to be references to this
Subsidiary Guaranty.

(b) All payments made hereunder shall be applied upon receipt as set forth in
Section 8.03 of the Credit Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender Parties to enter into the Credit Agreement and
make Credit Extensions thereunder, each Guarantor represents and warrants to
each Lender Party as set forth below.

SECTION 3.1. Credit Agreement Representations and Warranties. The
representations and warranties contained in Article V of the Credit Agreement,
insofar as the representations and warranties contained therein are applicable
to any Guarantor and its properties, are true and correct in all material
respects, each such representation and warranty set forth in such Article
(insofar as applicable as aforesaid) and all other terms of the Credit Agreement
to which reference is made therein, together with all related definitions and
ancillary provisions, being hereby incorporated into this Subsidiary Guaranty by
reference as though specifically set forth in this Article.

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SECTION 3.2. Financial Condition, etc. Each Guarantor has knowledge of
each other Loan Party153s financial condition and affairs and has adequate means
to obtain from each such Loan Party on an ongoing basis information relating
thereto and to such Loan Party153s ability to pay and perform the Guaranteed
Obligations, and agrees to assume the responsibility for keeping, and to keep,
so informed for so long as this Subsidiary Guaranty is in effect. Each Guarantor
acknowledges and agrees that the Lender Parties shall have no obligation to
investigate the financial condition or affairs of any Loan Party for the benefit
of such Guarantor nor to advise such Guarantor of any fact respecting, or any
change in, the financial condition or affairs of any other Loan Party that might
become known to any Lender Party at any time, whether or not such Lender Party
knows or believes or has reason to know or believe that any such fact or change
is unknown to such Guarantor, or might (or does) materially increase the risk of
such Guarantor as guarantor, or might (or would) affect the willingness of such
Guarantor to continue as a guarantor of the Guaranteed Obligations.

SECTION 3.3. Best Interests. It is in the best interests of each
Guarantor to execute this Subsidiary Guaranty inasmuch as such Guarantor will,
as a result of being a Subsidiary of the applicable Borrower, derive substantial
direct and indirect benefits from the Credit Extensions made from time to time
to such Borrower by the Lenders and the L/C Issuer pursuant to the Credit
Agreement, and each Guarantor agrees that the Lender Parties are relying on this
representation in agreeing to make Credit Extensions to the Borrowers.

ARTICLE IV

COVENANTS, ETC.

Each Guarantor covenants and agrees that, at all times prior to the
Termination Date, it will perform, comply with and be bound by all of the
agreements, covenants and obligations contained in the Credit Agreement
(including Articles VI and VII and Section 8.01(f) and (g) of the Credit
Agreement) which are applicable to such Guarantor or its properties, each such
agreement, covenant and obligation contained in the Credit Agreement and all
other terms of the Credit Agreement to which reference is made in this Article,
together with all related definitions and ancillary provisions, being hereby
incorporated into this Subsidiary Guaranty by this reference as though
specifically set forth in this Article.

ARTICLE V

MISCELLANEOUS PROVISIONS

SECTION 5.1. Loan Document. This Subsidiary Guaranty is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof, including Article X thereof. To the
extent of any conflict between the terms contained in this Subsidiary Guaranty
and the terms contained in the Credit Agreement, the terms of the Credit
Agreement shall control.

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SECTION 5.2. Binding on Successors, Transferees and Assigns;
Assignment. This Subsidiary Guaranty shall remain in full force and effect
until the Termination Date has occurred, shall be jointly and severally binding
upon each Guarantor and its successors, transferees and assigns and shall inure
to the benefit of and be enforceable by each Lender Party and its successors,
transferees and assigns; provided that no Guarantor may (unless otherwise
permitted under the terms of the Credit Agreement) assign any of its obligations
hereunder without the prior written consent of all Lenders.

SECTION 5.3. Amendments, etc. No amendment to or waiver of any
provision of this Subsidiary Guaranty, nor consent to any departure by any
Guarantor from its obligations under this Subsidiary Guaranty, shall in any
event be effective unless the same shall be in writing and signed by the
Guarantors and the Administrative Agent (on behalf of the Lenders or the
Required Lenders, as the case may be, pursuant to Section 10.01 of the Credit
Agreement) and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

SECTION 5.4. Notices. All notices and other communications provided
for hereunder shall be in writing or by facsimile or via other electronic means
and addressed, delivered or transmitted to the appropriate party at the address
or facsimile number or e-mail address of such party (in the case of any
Guarantor, in care of the Company) specified in the Credit Agreement or at such
other address or facsimile number or e-mail address as may be designated by such
party in a notice to the other party. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, shall be deemed given when received; any such notice, if
transmitted by facsimile or via other electronic means, shall be deemed given
when the confirmation of transmission thereof is received by the transmitter.

SECTION 5.5. Additional Guarantors. Upon the execution and delivery by
any other Person of a supplement in the form of Annex I hereto, such
Person shall become a “Guarantor” hereunder with the same force and effect as if
it were originally a party to this Subsidiary Guaranty and named as a
“Guarantor” hereunder. The execution and delivery of such supplement shall not
require the consent of any other Guarantor hereunder, and the rights and
obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Subsidiary
Guaranty.

SECTION 5.6. Release of Guarantor. Upon the occurrence of the
Termination Date, this Subsidiary Guaranty and all obligations of each Guarantor
hereunder shall terminate, without delivery of any instrument or performance of
any act by any party. In addition, at the request of the Company, and at the
sole expense of the Company, a Guarantor shall be released from its obligations
hereunder in the event that (i) such Guarantor ceases to be a Material
Subsidiary pursuant to Section 9.10 of the Credit Agreement or (ii) such
Guarantor merges with the Company or another Loan Party pursuant to the terms of
the Credit Agreement, or all or substantially all of the assets of such
Guarantor or the Equity Interests of such Guarantor are Disposed of in a
transaction permitted by the Credit Agreement; provided that the Company
shall have delivered to the Administrative Agent, at least three (3) Business
Days prior to the date of the proposed release or at such other time as the
Administrative Agent shall reasonably require, a written request for release
identifying the relevant Guarantor and a certification by the Company stating
that such transaction is in compliance with the Loan Documents.

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SECTION 5.7. No Waiver; Remedies. In addition to, and not in
limitation of, Sections 2.3 and 2.5 hereof, no failure on the part
of any Lender Party to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by Law.

SECTION 5.8. Section Captions. Section captions used in this
Subsidiary Guaranty are for convenience of reference only, and shall not affect
the construction of this Subsidiary Guaranty.

SECTION 5.9. Severability. If any provision of this Subsidiary
Guaranty or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Subsidiary Guaranty and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

SECTION 5.10. Governing Law; Jurisdiction; Etc. (a) GOVERNING
LAW. THIS SUBSIDIARY GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH GUARANTOR IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR ANY OTHER LOAN DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
SUBSIDIARY GUARANTY OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT
THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER OR ANY OTHER LENDER PARTY
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SUBSIDIARY
GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN
THE COURTS OF ANY JURISDICTION.

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(c) WAIVER OF VENUE. EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

SECTION 5.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SUBSIDIARY GUARANTY AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

SECTION 5.12. Counterparts. This Subsidiary Guaranty may be executed
by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Subsidiary Guaranty by facsimile or via other electronic means shall be
effective as delivery of a manually executed counterpart of this Subsidiary
Guaranty.

SECTION 5.13. ENTIRE AGREEMENT. THIS SUBSIDIARY GUARANTY AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

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IN WITNESS WHEREOF, each Guarantor has caused this Subsidiary Guaranty to be
duly executed and delivered by its Responsible Officer as of the date first
above written.

Signed for and on behalf of TIBCO SOFTWARE B.V., acting by Intertrust (Netherlands) B.V.
By:		/s/ P.M. Blote
Name:		P.M. Blote
Title:		Proxyholder
Signed for and on behalf of TIBCO SOFTWARE B.V., acting by Intertrust (Netherlands) B.V.
By:		/s/ J.E. Hardeveld
Name:		J.E. Hardeveld
Title:		Proxyholder

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ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE LENDER PARTIES:
BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Jeffrey P. Mills
		Name: Jeffrey P. Mills
		Title: Assistant Vice President

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SCHEDULE I to

the Subsidiary Guaranty

Subsidiary Guarantors

TIBCO Software B.V., a private limited liability company organized under the
laws of the Netherlands

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SCHEDULE II to

the Subsidiary Guaranty

Designated Borrowers

TIBCO International Holdings B.V., a private limited liability company
organized under the laws of the Netherlands

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ANNEX I to

the Subsidiary Guaranty (Netherlands)

THIS SUPPLEMENT, dated as of , 20 (this “Supplement“), is to the
Subsidiary Guaranty (Netherlands), dated as of December 19, 2011 (as amended,
restated, extended, supplemented or otherwise modified from time to time, the
“Subsidiary Guaranty“), among the Guarantors (such capitalized term, and
other terms used in this Supplement, to have the meanings set forth in Article I
of the Subsidiary Guaranty) from time to time party thereto, in favor of BANK OF
AMERICA, N.A., as administrative agent (together with its successor(s) thereto
in such capacity, the “Administrative Agent“) for each of the Lender
Parties.

W I T N E S S E T H :

WHEREAS, pursuant to the provisions of Section 5.5 of the Subsidiary
Guaranty, each of the undersigned is becoming a Guarantor under the Subsidiary
Guaranty; and

WHEREAS, each of the undersigned desires to become a “Guarantor” under the
Subsidiary Guaranty in order to induce the Lender Parties to continue to extend
Credit Extensions under the Credit Agreement;

NOW, THEREFORE, in consideration of the premises, and for other consideration
(the receipt and sufficiency of which is hereby acknowledged), each of the
undersigned agrees, for the benefit of each Lender Party, as follows.

SECTION 1. Party to Subsidiary Guaranty, etc. In accordance with the
terms of the Subsidiary Guaranty, by its signature below, each of the
undersigned hereby irrevocably agrees to become a Guarantor under the Subsidiary
Guaranty with the same force and effect as if it were an original signatory
thereto and each of the undersigned hereby (a) agrees to be bound by and comply
with all of the terms and provisions of the Subsidiary Guaranty applicable to it
as a Guarantor and (b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and correct as of the
date hereof. In furtherance of the foregoing, each reference to a “Guarantor”
and/or “Guarantors” in the Subsidiary Guaranty shall be deemed to include each
of the undersigned.

SECTION 2. Representations. Each of the undersigned hereby represents
and warrants that this Supplement has been duly authorized, executed and
delivered by it and that this Supplement and the Subsidiary Guaranty constitute
the legal, valid and binding obligation of each of the undersigned, enforceable
against it in accordance with its terms.

SECTION 3. Full Force of Subsidiary Guaranty. Except as expressly
supplemented hereby, the Subsidiary Guaranty shall remain in full force and
effect in accordance with its terms.

SECTION 4. Severability. If any provision of this Supplement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Supplement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the

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economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

SECTION 5. Indemnity; Fees and Expenses, etc. Without limiting the
provisions of any other Loan Document, each of the undersigned agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses
incurred in connection with this Supplement, including reasonable attorney153s
fees and expenses of the Administrative Agent153s counsel.

SECTION 6. Governing Law, Entire Agreement, etc. THIS
SUPPLEMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 7. Counterparts. This Supplement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Supplement by facsimile or via other electronic means shall be effective as
delivery of a manually executed counterpart of this Supplement.

SECTION 8. ENTIRE AGREEMENT. THIS SUPPLEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

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IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be
duly executed and delivered by its Responsible Officer as of the date first
above written.

[NAME OF ADDITIONAL LOAN PARTY]
By:
		Title:

ACCEPTED AND AGREED FOR ITSELF AND ON BEHALF OF THE LENDER PARTIES:
BANK OF AMERICA, N.A., as Administrative Agent
By:
		Title: