EXHIBIT 6
to SCHEDULE 13D
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this "Agreement") is made as of September 21,
2000, by and between Manugistics Group, Inc., a Delaware corporation ("Parent"),
and the entity listed on the signature page hereto (the "Stockholder").
WHEREAS, Talus Solutions, Inc., a Delaware corporation (the "Company"),
Parent and Manu Acquisition Corp., a Delaware corporation ("Acquisition") and
wholly owned subsidiary of Parent, have entered into an Agreement and Plan of
Merger, dated as of the date hereof (as the same may be amended or supplemented,
the "Merger Agreement"; capitalized terms used but not defined herein shall have
the meanings set forth in the Merger Agreement) providing for the merger of
Acquisition with and into the Company (the "Merger"), upon the terms and subject
to the conditions set forth in the Merger Agreement;
WHEREAS, as of the date hereof, the Stockholder beneficially owns the
number of shares of capital stock ("Company Stock"), of the Company set forth
opposite its name on SCHEDULE A attached hereto (such shares of Company Stock,
together with any other shares of capital stock of the Company acquired by the
Stockholder after the date hereof and during the term of this Agreement, by
purchase, exercise of stock options or otherwise, collectively referred to
herein as the "Subject Shares");
WHEREAS, as of the date hereof, stockholders of the Company who have
the authority and power to do so have approved by written consent the Merger,
the Merger Agreement and the transactions contemplated thereby; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement
pursuant to which the Stockholder shall, among other things, vote in favor of
the Merger.
NOW, THEREFORE, to induce Parent to enter into, and in consideration of
its entering into, the Merger Agreement, and in consideration of the promises
and the representations, warranties and agreements contained herein, the parties
agree as follows:
Section 1. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. The
Stockholder hereby represents and warrants to Parent as of the date hereof in
respect of itself as follows:
(a) AUTHORITY. The Stockholder has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding obligation of
the Stockholder in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general application relating to
or affecting creditors' rights and to general principles of equity, including
principles of good faith and fair dealing. Except as may be required under the
H-S-R Act, under federal securities laws or the rules of the National
Association of Securities Dealers, Inc., the execution and delivery of this
Agreement does not and the compliance with the terms hereof will not (i)
conflict with, result in any violation of, or constitute a (with or without
notice of lapse of time or both) default under, any provision of any provisions
of the Certificate of Incorporation, as amended, or bylaws of the Stockholder,
or any material trust agreement, loan or credit agreement, bond, note, mortgage,
indenture, lease or other contract or agreement applicable to the Subject
Shares, (ii) require any filing with, or permit, authorization, consent or
approval of, any federal, state or local government or any court, tribunal,
administrative agency or commission or other governmental or regulatory
authority or agency, domestic or foreign, or (iii) violate any judgment, order,
writ, injunction, decree, law, statute, rule or regulation applicable to the
Subject Shares.
(b) THE SUBJECT SHARES. The Stockholder is the record and
beneficial owner of, and has good and marketable title to, the Subject Shares
set forth opposite its name on SCHEDULE A attached hereto, free and clear of any
liens or other encumbrances whatsoever, except for such liens or encumbrances
which do not affect the enforceability of this Agreement as identified on
Schedule B attached hereto. The Stockholder does not own, of record or
beneficially, any shares of capital stock of the Company other than the Subject
Shares set forth opposite its name on SCHEDULE A attached hereto. The
Stockholder has the sole right to vote such Subject Shares, and none of such
Subject Shares is subject to any proxy, voting trust or other agreement,
arrangement or restriction with respect to the voting of such Subject Shares,
except as contemplated by this Agreement.
Section 2. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent
hereby represents and warrants to the Stockholder that Parent has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by Parent and constitutes a valid and binding obligation
of Parent enforceable against Parent in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application relating to or affecting creditors' rights and to general principles
of equity, including principles of good faith and fair dealing. Except as
may be required under the H-S-R Act, under federal securities laws or the rules
of the National Association of Securities Dealers, Inc., the execution and
delivery of this Agreement does not and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not (i) conflict
with, result in any violation of, or constitute (with or without notice or lapse
of time or both) default under, any provisions of the Certificate of
Incorporation, as amended, or bylaws of Parent or any material trust agreement,
loan or credit agreement, bond, note, mortgage, indenture, lease or other
contract or agreement applicable to Parent or any of Parent's property or
assets, (ii) require any filing with, or permit, authorization, consent or
approval of, any federal, state or local government or any court, tribunal,
administrative agency or commission or other governmental or regulatory
authority or agency, domestic or foreign, or (iii) violate any judgment, order,
writ, injunction, decree, law, statute, rule or regulation applicable to the
Parent or any of the Parent's properties or assets.
Section 3. VOTING OF SHARES; PROXY.
(a) Subject to the provisions of Section 3(b) below, the
Stockholder agrees that, until the earlier of (i) the Effective Time (as defined
in the Merger Agreement) or (ii) the date on which the Merger Agreement is
terminated (the earlier thereof being referred to as the "Expiration Date"),
without in any way limiting the Stockholder's right to vote the Subject Shares
in its sole discretion on any other matters that may be submitted to a
stockholder vote, consent or other approval (including by written consent), at
any meeting of the stockholders of the Company called upon to vote upon the
Merger, its approval or any recision or withdrawal of such approval, or at any
adjournment thereof, or in any other circumstances upon which a vote, consent or
other approval (including written consent) with respect to the Merger and the
Merger Agreement is sought, the Stockholder shall vote (or cause to be voted)
the Subject Shares:
(i) in favor of the Merger, the approval and adoption by
the Company of the Merger Agreement and approval of the other transactions
contemplated by the Merger Agreement; and
(ii) against any Competitive Proposal.
(b) Contemporaneously with the execution hereof, at the request of
Parent, the Stockholder, in furtherance of the transactions contemplated hereby
and by the Merger Agreement, and in order to secure the performance by the
Stockholder of its duties under this Agreement, has executed, in accordance with
the provisions of Section 212(e) of the Delaware General Corporation Law, and
delivered to Parent, an irrevocable proxy in the form of Annex A hereto, and
irrevocably appointed Parent or its designees, with full power of substitution,
its attorney and proxy to vote, or, if applicable, to give consent with respect
to, all of the Subject Shares in respect of any of the matters set forth in, and
in
accordance with the provisions of, clauses (i) and (ii) above of Section 3(a).
The Stockholder acknowledges that the proxy executed and delivered by it is
coupled with an interest, and constitutes, among other things, an inducement for
Parent to enter into the Merger Agreement, shall be irrevocable and shall not be
terminated by operation of law upon the occurrence of any event. Notwithstanding
any provision contained in such proxy, such proxy shall terminate upon the
Expiration Date.
Section 4. COVENANTS OF THE STOCKHOLDER. The Stockholder
covenants and agrees for the benefit of Parent that, until the Expiration Date,
it will:
(a) subject to the provisions of Section 7 hereof, not
sell, transfer, pledge, hypothecate, encumber, assign, tender or
otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer,
pledge, hypothecation, encumbrance, assignment, tender or other
disposition of, any of the Subject Shares or any interest therein;
(b) other than as expressly contemplated by this
Agreement, not grant any powers of attorney or proxies or consents in
respect of any of the Subject Shares, deposit any of the Subject Shares
into a voting trust, enter into a voting agreement with respect to any
of the Subject Shares or otherwise restrict the ability of the holder
of any of the Subject Shares freely to exercise all voting rights with
respect thereto; and
(c) not (i) solicit, initiate or encourage any inquiries
or proposals that constitute, or could reasonably be expected to lead
to, a Competitive Proposal or (ii) engage in negotiations or
discussions concerning, or provide any non-public information to any
person or entity relating to a Competitive Proposal, or (iii) enter
into a definitive agreement relating to a Competitive Proposal. The
Stockholder shall immediately cease and cause to be terminated any
existing activities, including discussions or negotiations with any
parties, conducted heretofore with respect to any of the foregoing and
will take reasonable steps to inform his agents and representatives of
the obligations undertaken in this Section 4(c).
Section 5. COVENANTS OF PARENT. Parent covenants and agrees for
the benefit of the Stockholder that (a) immediately upon execution of this
Agreement Parent shall enter into the Merger Agreement, and (b) until the
Expiration Date, Parent shall use all reasonable efforts to take, or cause to be
taken, all action, and do, or cause to be done, all things necessary or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement and the Merger Agreement, consistent with the
term and conditions of each such agreement; provided, however, that nothing in
this Agreement is
intended or shall it be construed, to limit or in any way restrict Parent's
right or ability to exercise any of its rights under the Merger Agreement.
Section 6. OPTION TO PURCHASE SUBJECT SHARES. The Stockholder
agrees that in the event that, but only in the event that Stockholder breaches
its obligations under Section 3(a) hereof, then in such event:
(a) Parent shall have the right and option ("Purchase
Option") exercisable by Parent in accordance with Section 6(c) below at
any time within sixty (60) days of the date of termination of the
Merger Agreement (the "Option Period") to purchase and acquire from the
Stockholder all or any part of the Subject Shares, for the Option
Consideration provided in Section 6(b) below.
(b) The consideration payable by Parent for the Subject
Shares ("Option Consideration") may be paid, at the election of Parent,
in a combination of (i) cash and (ii) shares of Parent Common Stock, in
accordance with (A) the cash price per share and (B) the share exchange
ratio, respectively, set forth in SCHEDULE A hereto for each class of
the Subject Shares (being, the equivalent price per share and exchange
ratio applicable to each class of stock under the Merger Agreement);
PROVIDED THAT all such shares of the Parent Common Stock constituting a
part of the Option Consideration: (i) shall be registered or qualified
under the Securities Act of 1933, as amended, and the shares of Parent
Common Stock shall be freely resaleable by the Stockholder, and (ii)
will be approved for quotation as of the date of the Option Closing (as
defined below) on the NASDAQ.
(c) Parent may exercise its Purchase Option to purchase
the Subject Shares, in whole or in part, at any time prior to the
expiry of the Option Period, by providing written notice (the "Option
Notice") to the Stockholder setting forth the number of each class of
the Subject Shares that Parent wishes to purchase (the "Purchased
Shares") and the aggregate Option Consideration (in shares of Parent
Common Stock and cash) for such Purchased Shares.
(d) The closing of the purchase and sale of the Purchased
Shares (the "Option Closing") shall be held at the offices of Parent on
such date and at such time as Parent and the Stockholder shall mutually
agree, but not later than ten (10) days after the date of the Option
Notice. At the Option Closing, the Stockholder shall deliver to Parent
the certificates representing the Purchased Shares to be sold by the
Stockholder, duly endorsed for transfer, free and clear of any and all
claims, liens and
encumbrances, against payment by the Parent to the Stockholder of the
aggregate Option Consideration for the Purchased Shares.
Section 7. CERTAIN EVENTS. In the event of any stock split,
stock dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Company Stock, or the acquisition
of additional shares of Company Stock or by the Stockholder, the number of
Subject Shares listed in SCHEDULE A beside the name of the Stockholder shall be
adjusted appropriately and this Agreement and the obligations hereunder shall
attach to any additional shares of Company Stock of the Company issued to or
acquired by the Stockholder.
Section 8. ASSIGNMENT. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Subject Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of or the right and ability to vote the Subject Shares shall pass,
whether by operation of law or otherwise, including the Stockholder's
successors. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by the Stockholder, on the one hand,
without the prior written consent of Parent nor by Parent, on the other hand,
without the prior written consent of the Stockholder, except that each of
Stockholder and Parent may assign, in its sole discretion, any or all of its
rights, interests and obligations hereunder to any direct or indirect
wholly-owned subsidiary or affiliate of such party or any third party purchaser
of the Subject Shares provided that the transferee expressly agrees to be bound
by the provisions hereof. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
Section 9. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
to Parent in accordance with Section 10.1 of the Merger Agreement and to the
Stockholder at its address set forth on the Company's stock ledger (or at such
address for a party as shall be specified by like notice).
(c) INTERPRETATION. When a reference is made in this Agreement to
a Section or Schedule, such reference shall be to a Section of or Schedule to
this Agreement unless otherwise indicated. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Wherever the words "include, or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
(d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other party.
(e) ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
(i) constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(f) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
Section 10. ENFORCEMENT. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunctive relief to prevent any threatened breach of this Agreement. The
parties hereto expressly agree that in any action arising from of any breach of
this Agreement, the harmed party shall first seek injunctive relief to prevent
such breach; provided, however, that in the event no injunctive relief is
available or if such injunctive relief is insufficient to remedy such breach,
then the harmed party may seek any other remedy to which it is entitled at law
or in equity. Without limiting the generality of the foregoing, the parties
hereto expressly agree that the obligations of the Stockholder set forth in
Section 3 and Section 6 hereof shall be subject to the foregoing provisions of
this Section 10.
Section 11. SEVERABILITY. In the event that any provisions of
this Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as to
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with valid and
enforceable provision that will achieve, to the fullest extent possible, the
original intent of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
PARENT:
MANUGISTICS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------
Title: President & Chief Executive
Officer
--------------------------------
STOCKHOLDER:
GENERAL ATLANTIC PARTNERS 49, L.P.
By: General Atlantic Partners, LLC, its
General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A Managing Member
--------------------------------
STOCKHOLDER:
GENERAL ATLANTIC PARTNERS 57, L.P.
By: General Atlantic Partners, LLC, its
General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A Managing Member
--------------------------------
STOCKHOLDER:
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A General Partner
--------------------------------
STOCKHOLDER:
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A General Partner
--------------------------------
SCHEDULE A
Schedule of Share Ownership
Name of Stockholder:________________________
SHARE
OPTION PRICE EXCHANGE
CLASS OF STOCK NO. OF SHARES PER SHARE RATIO
------------------------- ------------- ------------- ------------
Series A Voting Common ___________ __________ ________
Series B Convertible Voting
Preferred ___________ __________ ________
Series C Convertible Voting
Preferred ___________ __________ ________
SCHEDULE B
SCHEDULE OF LIENS OR ENCUMBRANCES
ANNEX A
-------
IRREVOCABLE PROXY
-----------------
In order to secure the performance of the duties of the undersigned
pursuant to that certain Support Agreement, dated as of September 21, 2000 (the
"Support Agreement"), between the undersigned and Manugistics Group, Inc., a
Delaware corporation, a copy of such agreement being attached hereto and
incorporated by reference herein, the undersigned hereby irrevocably appoints
______________ and _______________, and each of them, the attorneys, agents and
proxies, with full power of substitution in each of them, for the undersigned
and in the name, place and stead of the undersigned, in respect of any of the
matters set forth in clauses (i) and (ii) of Section 3 of the Support Agreement,
to vote or, if applicable, to give written consent, in accordance with the
provisions of said Section 3 and otherwise act (consistent with the terms of the
Support Agreement) with respect to all shares of Capital Stock of Talus
Solutions, Inc., a Delaware Corporation (the "Company"), owned by the
undersigned, as set forth on SCHEDULE A to the Support Agreement (the "Subject
Shares), which the undersigned is or may be entitled to vote at any meeting of
the Company held after the date hereof, whether annual or special and whether or
not an adjourned meeting, or, if applicable, to give written consent with
respect thereto. This proxy is coupled with an interest, shall be irrevocable
and binding on any successor in interest of the undersigned and shall not be
terminated by operation of law upon the occurrence of any event. This Proxy
shall operate to revoke any prior proxy as to the Subject Shares heretofore
granted by the undersigned. This Proxy shall terminate on the Expiration Date,
as defined in the Support Agreement. This Proxy has been executed in accordance
with Section 212(e) of the Delaware General Corporate Law.
Dated: September 21, 2000
------------------
GENERAL ATLANTIC PARTNERS 49, L.P.
By: General Atlantic Partners, LLC, its
General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A Managing Member
--------------------------------
ANNEX A
-------
IRREVOCABLE PROXY
-----------------
In order to secure the performance of the duties of the undersigned
pursuant to that certain Support Agreement, dated as of September 21, 2000 (the
"Support Agreement"), between the undersigned and Manugistics Group, Inc., a
Delaware corporation, a copy of such agreement being attached hereto and
incorporated by reference herein, the undersigned hereby irrevocably appoints
______________ and _______________, and each of them, the attorneys, agents and
proxies, with full power of substitution in each of them, for the undersigned
and in the name, place and stead of the undersigned, in respect of any of the
matters set forth in clauses (i) and (ii) of Section 3 of the Support Agreement,
to vote or, if applicable, to give written consent, in accordance with the
provisions of said Section 3 and otherwise act (consistent with the terms of the
Support Agreement) with respect to all shares of Capital Stock of Talus
Solutions, Inc., a Delaware Corporation (the "Company"), owned by the
undersigned, as set forth on SCHEDULE A to the Support Agreement (the "Subject
Shares), which the undersigned is or may be entitled to vote at any meeting of
the Company held after the date hereof, whether annual or special and whether or
not an adjourned meeting, or, if applicable, to give written consent with
respect thereto. This proxy is coupled with an interest, shall be irrevocable
and binding on any successor in interest of the undersigned and shall not be
terminated by operation of law upon the occurrence of any event. This Proxy
shall operate to revoke any prior proxy as to the Subject Shares heretofore
granted by the undersigned. This Proxy shall terminate on the Expiration Date,
as defined in the Support Agreement. This Proxy has been executed in accordance
with Section 212(e) of the Delaware General Corporate Law.
Dated: September 21, 2000
------------------
GENERAL ATLANTIC PARTNERS 57, L.P.
By: General Atlantic Partners, LLC, its
General Partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A Managing Member
--------------------------------
ANNEX A
-------
IRREVOCABLE PROXY
-----------------
In order to secure the performance of the duties of the undersigned
pursuant to that certain Support Agreement, dated as of September 21, 2000 (the
"Support Agreement"), between the undersigned and Manugistics Group, Inc., a
Delaware corporation, a copy of such agreement being attached hereto and
incorporated by reference herein, the undersigned hereby irrevocably appoints
______________ and _______________, and each of them, the attorneys, agents and
proxies, with full power of substitution in each of them, for the undersigned
and in the name, place and stead of the undersigned, in respect of any of the
matters set forth in clauses (i) and (ii) of Section 3 of the Support Agreement,
to vote or, if applicable, to give written consent, in accordance with the
provisions of said Section 3 and otherwise act (consistent with the terms of the
Support Agreement) with respect to all shares of Capital Stock of Talus
Solutions, Inc., a Delaware Corporation (the "Company"), owned by the
undersigned, as set forth on SCHEDULE A to the Support Agreement (the "Subject
Shares), which the undersigned is or may be entitled to vote at any meeting of
the Company held after the date hereof, whether annual or special and whether or
not an adjourned meeting, or, if applicable, to give written consent with
respect thereto. This proxy is coupled with an interest, shall be irrevocable
and binding on any successor in interest of the undersigned and shall not be
terminated by operation of law upon the occurrence of any event. This Proxy
shall operate to revoke any prior proxy as to the Subject Shares heretofore
granted by the undersigned. This Proxy shall terminate on the Expiration Date,
as defined in the Support Agreement. This Proxy has been executed in accordance
with Section 212(e) of the Delaware General Corporate Law.
Dated: September 21, 2000
------------------
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A General Partner
--------------------------------
ANNEX A
-------
IRREVOCABLE PROXY
-----------------
In order to secure the performance of the duties of the undersigned
pursuant to that certain Support Agreement, dated as of September 21, 2000 (the
"Support Agreement"), between the undersigned and Manugistics Group, Inc., a
Delaware corporation, a copy of such agreement being attached hereto and
incorporated by reference herein, the undersigned hereby irrevocably appoints
______________ and _______________, and each of them, the attorneys, agents and
proxies, with full power of substitution in each of them, for the undersigned
and in the name, place and stead of the undersigned, in respect of any of the
matters set forth in clauses (i) and (ii) of Section 3 of the Support Agreement,
to vote or, if applicable, to give written consent, in accordance with the
provisions of said Section 3 and otherwise act (consistent with the terms of the
Support Agreement) with respect to all shares of Capital Stock of Talus
Solutions, Inc., a Delaware Corporation (the "Company"), owned by the
undersigned, as set forth on SCHEDULE A to the Support Agreement (the "Subject
Shares), which the undersigned is or may be entitled to vote at any meeting of
the Company held after the date hereof, whether annual or special and whether or
not an adjourned meeting, or, if applicable, to give written consent with
respect thereto. This proxy is coupled with an interest, shall be irrevocable
and binding on any successor in interest of the undersigned and shall not be
terminated by operation of law upon the occurrence of any event. This Proxy
shall operate to revoke any prior proxy as to the Subject Shares heretofore
granted by the undersigned. This Proxy shall terminate on the Expiration Date,
as defined in the Support Agreement. This Proxy has been executed in accordance
with Section 212(e) of the Delaware General Corporate Law.
Dated: September 21, 2000
------------------
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxx
--------------------------------
Title: A General Partner
--------------------------------
