PREAMBLEStock Purchase Agreement • June 10th, 2005 • Diker Management LLC • Services-prepackaged software • New York
IRREVOCABLE PROXYDiker Management LLC • June 10th, 2005 • Services-prepackaged software
Diker Management, LLC ("Diker"), a Delaware limited liability company, has entered into a certain Stock Purchase Agreement (the "Agreement") with Starboard Value & Opportunity Fund, LLC, and Parche, LLC, each of which are Delaware limited liability companies ("Buyers"), dated the date hereof, in connection with Buyers' purchase of 1,991,078 shares (the "Sale Shares") of common stock of I-Many, Inc., a Delaware corporation (the "Company"), from accounts under Diker's management, among other things. As an inducement for Buyers to enter into the Agreement, each of Diker, Diker Value-Tech Fund, LP, Diker Value-Tech QP Fund, LP, Diker GP, LLC, Charles M. Diker and Mark N. Diker (together, the "Diker Parties") hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Jeffrey M. Solomon and Mark R. Mitchell, and each of them, the proxy of each of the Diker Parties with respect to all shares of the Company's common stock beneficially owned, now or hereafter acquired,
