Exhibit 99.4
WAIVER OF APPRAISAL RIGHTS
BY STOCKHOLDERS OF
EGGROCK PARTNERS, INC.
WHEREAS, the undersigned ("Stockholder") is a holder of non-voting
common stock, par value $.01 per share, of Eggrock Partners, Inc., a Delaware
corporation ("Eggrock").
WHEREAS, ▇▇▇▇▇▇▇ has entered into the Agreement and Plan of Merger by
and among Breakaway Solutions, Inc. ("Breakaway"), ▇▇▇▇▇▇▇▇ Acquisition Corp.
("Benedict") and ▇▇▇▇▇▇▇, dated as of January 26, 2000 (the "Merger Agreement")
pursuant to which ▇▇▇▇▇▇▇▇ will merge with and into Eggrock (the "Merger").
WHEREAS, Section 262 of the Delaware General Corporation Law ("Section
262") grants appraisal rights to Stockholders of Eggrock and provides that
Stockholder may demand in writing that Eggrock pay the fair value for his or her
shares.
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ is in receipt of a copy the consent
solicitation statement/prospectus relating to the Merger, dated as of March
10, 2000 and has had an reasonable opportunity to ask questions about the
Merger of representatives of the Company and Breakaway.
WHEREAS, in order to induce Breakaway and ▇▇▇▇▇▇▇▇ to consummate the
Merger sooner than they would otherwise be required to do under the Merger
Agreement, the undersigned Stockholder desires to waive his or her appraisal
rights pursuant to Section 262.
NOW, THEREBY, the undersigned Stockholder hereby waives his or her
rights to demand an appraisal of his or her shares of capital stock pursuant
to Section 262 in connection with the Merger and agrees not to demand the
appraisal of such shares. The undersigned stockholder acknowledges (i)
receipt of the consent solicitation statement/prospectus dated as of March
10, 2000 relating to, among other things, the Merger, Eggrock, Eggrock's
prospects, Breakaway and the consideration Stockholder will receive as a
result of the Merger, and which constitutes notice that appraisal rights
under Section 262 are available for his or her shares of capital stock and
includes a copy of Section 262 and (ii) that Breakaway and ▇▇▇▇▇▇▇▇ will rely
on this waiver in deciding whether to consummate the Merger sooner than they
would otherwise be required to do under the Merger Agreement.
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IN WITNESS WHEREOF, the undersigned has duly executed this Waiver as of
the date set forth below.
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Date: Name:
Number of Share of
Common Stock of
Eggrock Partners,
Inc.:
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