AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Reference is made to the employment agreement between Mark J. Barrenechea and Open Text Corporation dated as of October 30, 2012 (the “Employment Agreement”). Defined terms used herein are as defined in the Employment Agreement unless otherwise stated.

Section 3 of the Employment Agreement is hereby amended to provide that on the third anniversary of the Effective Date, the Term shall be extended for an additional three-year period, and shall be extended automatically thereafter for an additional one-year period unless either party provides the other party with notice of non-renewal at least three (3) months before any such anniversary, or the parties otherwise agree.

IN WITNESS WHEREOF, the Executive and the Corporation have executed this Amendment No. 2 to the Employment Agreement as of the 30th day of July, 2014.

Open Text Corporation    Mark J. Barrenechea

/s/Gordon A. Davies     /s/Mark J. Barrenechea

Name: Gordon A. Davies

Title:    Chief Legal Officer and

Corporate Secretary