Exhibit 2 VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement") is made as of May 7, 2004, by and between Behrman Capital II, L.P., a Delaware limited partnership ("Behrman") and Strategic Entrepreneur Fund II, L.P. ("SEF" and collectively with...Voting Agreement • May 18th, 2004 • Behrman Capital Ii Lp • Services-prepackaged software • Delaware
by and amongBridge Loan Agreement • May 18th, 2004 • Behrman Capital Ii Lp • Services-prepackaged software • New York
Exhibit 5 TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this "Agreement"), dated as of May 7, 2004, is by and among Quadrangle Capital Partners LP, a Delaware limited partnership ("QCP"), Quadrangle Select Partners LP, a Delaware...Transaction Support Agreement • May 18th, 2004 • Behrman Capital Ii Lp • Services-prepackaged software • New York
Exhibit 3 SUPPLEMENTAL VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement") is made as of October 7, 2002, among HarbourVest Partners V - Direct Fund and L.P., HarbourVest Partners VI - Direct Fund, L.P. (the "HarbourVest Funds"), Abiliti...Supplemental Voting Agreement • October 17th, 2002 • Behrman Capital Ii Lp • Services-prepackaged software • Delaware
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGEExecution Version • May 18th, 2004 • Behrman Capital Ii Lp • Services-prepackaged software • New York
