-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ICDWmiBmnj77ovQWfzG1AFOyeRjtzttSn6WITyMRfWT4YCb0++c23/aLsIzDJgmR WzKbgaFnZo2B7gLRiHPmAg== 0000950142-00-001037.txt : 20010101 0000950142-00-001037.hdr.sgml : 20010101 ACCESSION NUMBER: 0000950142-00-001037 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20001229 GROUP MEMBERS: GAP COINVESTMENT PARTNERS II, L.P. GROUP MEMBERS: GAP COINVESTMENTS PARTNERS, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 49, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 57, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANUGISTICS GROUP INC CENTRAL INDEX KEY: 0000908440 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521469385 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48445 FILM NUMBER: 798514 BUSINESS ADDRESS: STREET 1: 2115 E JEFFERSON ST CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 3019845000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D 1 0001.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- MANUGISTICS GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.002 PER SHARE (Title of Class of Securities) 565011103 (CUSIP Number) THOMAS J. MURPHY C/O GENERAL ATLANTIC SERVICE CORPORATION 3 PICKWICK PLAZA GREENWICH, CONNECTICUT 06830 TEL. NO.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- DECEMBER 21, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ---------------------------- ------------------------------ 565011103 PAGE 2 OF 15 PAGES - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 3,838,038 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,838,038 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,838,038 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ---------------------------- ------------------------------ 565011103 PAGE 3 OF 15 PAGES - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 49, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 3,838,038 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,838,038 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,838,038 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------------- ------------------------------ 565011103 PAGE 4 OF 15 PAGES - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 57, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 3,838,038 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,838,038 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,838,038 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------------- ------------------------------ 565011103 PAGE 5 OF 15 PAGES - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 3,838,038 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,838,038 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,838,038 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------------- ------------------------------ 565011103 PAGE 6 OF 15 PAGES - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners II, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 3,838,038 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,838,038 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,838,038 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------------- ------------------------------ 565011103 PAGE 7 OF 15 PAGES - ---------------------------- ------------------------------ ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities of Manugistics Group, Inc., a Delaware corporation (the "Company"), to which this statement relates is the Company's Common Stock, par value $0.002 per share (the "Common Stock"). The address of the principal executive office of the Company is 2115 East Jefferson Street, Rockville, MD 20852. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 49, L.P., a Delaware limited partnership ("GAP 49"), General Atlantic Partners 57, L.P., a Delaware limited partnership ("GAP 57"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO"), and GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAPCO II" and, collectively with GAP, GAP 49, GAP 57 and GAPCO, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The general partner of each of GAP 49 and GAP 57 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, William E. Ford, William O. Grabe, David C. Hodgson, Matthew Nimetz, Clifton S. Robbins, Franchon M. Smithson, Mark F. Dzialga, Klaus Esser, Rene M. Kern and John Wong (collectively, the "GAP Managing Members"). Mr. Denning became a director of the Company after the consummation of the Merger (as described below). The GAP Managing Members (other than Mr. Esser) are also the - ---------------------------- ------------------------------ 565011103 PAGE 8 OF 15 PAGES - ---------------------------- ------------------------------ general partners of GAPCO and GAPCO II. The business address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members, other than Messrs. Esser, Kern, and Wong, is a citizen of the United States. Messrs. Esser and Kern are citizens of Germany and Mr. Wong is a citizen of Singapore. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to an Agreement and Plan of Merger, dated as of September 21, 2000 (the "Merger Agreement"), by and among the Company, Manu Acquisition Corp., a Delaware corporation ("Acquisition"), and Talus Solutions, Inc., a Delaware corporation ("Talus"), the Company acquired Talus in a merger transaction (the "Merger") which closed on December 21, 2000. GAP 49, GAP 57, GAPCO and GAPCO II were shareholders of Talus. At the effective time of the Merger on December 21, 2000, each of GAP 49 and GAPCO exchanged its shares of Series B Convertible Preferred Stock and voting common stock of Talus for 1,407,446 and 331,530 shares of the Company's Common Stock, respectively, and each of GAP 57 and GAPCO II exchanged its shares of Series C Convertible Preferred Stock of Talus for 1,744,948 and 354,114 shares of the Company's Common Stock, respectively. ITEM 4. PURPOSE OF TRANSACTION. - ---------------------------- ------------------------------ 565011103 PAGE 9 OF 15 PAGES - ---------------------------- ------------------------------ GAP 49, GAP 57, GAPCO and GAPCO II acquired the shares of Common Stock for investment purposes and the Reporting Persons hold shares of Common Stock for investment purposes. From time to time the Reporting Persons may acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock owned by them. None of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, GAP, GAP 49, GAP 57, GAPCO and GAPCO II each own of record no shares of Common Stock, 1,407,446 shares of Common Stock, 1,744,948 shares of Common Stock, 331,530 shares of Common Stock and 354,114 shares of Common Stock, respectively, or 0%, 2.1%, 2.6%, 0.5% and 0.5%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that the GAP Managing Members (other than Mr. Esser) are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO and GAPCO II, and that GAP is the general partner of GAP 49 and GAP 57, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 3,838,038 shares of Common Stock or 5.8% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 3,838,038 shares of Common Stock that may be deemed to be owned beneficially by each of them. - ---------------------------- ------------------------------ 565011103 PAGE 10 OF 15 PAGES - ---------------------------- ------------------------------ (c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER. As noted above, the GAP Managing Members (other than Mr. Esser) are authorized and empowered to vote and dispose of the securities held by GAPCO and GAPCO II, and GAP is authorized and empowered to vote and dispose of the securities held by GAP 49 and GAP 57. Accordingly, GAP and the GAP Managing Members may, from time, consult among themselves and coordinate the voting and disposition of the Company's shares of Common Stock as well as such other action taken on behalf of the Reporting Persons with respect to the Company's shares of Common Stock as they deem to be in the collective interest of the Reporting Persons. In accordance with Section 11.1 and Exhibit F of the Merger Agreement, at the effective time of the Merger, 15% of the shares of Common Stock (the "Escrow Shares") that were otherwise issuable to the stockholders of Talus pursuant to the Merger Agreement were escrowed by the Company in order to secure the indemnification obligations of Talus and its stockholders to the Company for any losses incurred by the Company as a result of any breach of the representations, warranties, covenants or agreements of Talus which are contained in the Merger Agreement (the foregoing, the - ---------------------------- ------------------------------ 565011103 PAGE 11 OF 15 PAGES - ---------------------------- ------------------------------ "Escrow"). As a result, GAP 49, GAP 57, GAPCO and GAPCO II escrowed 211,116 shares of Common Stock, 261,742 shares of Common Stock, 49,729 shares of Common Stock and 53,117 shares of Common Stock, respectively. On October 31, 2001, 33.3% of the Escrow Shares will be released from the Escrow and on July 2, 2002, all of the remaining Escrow Shares will be released from the Escrow. Pursuant to the Support Agreement, dated as of September 21, 2000 (the "Support Agreement"), among the Company, GAP 49, GAP 57, GAPCO, GAPCO II and certain other stockholders of Talus, each of GAP 49, GAP 57, GAPCO and GAPCO II agreed to, among other things, vote in favor of the approval of the Merger Agreement and approval of other transactions contemplated by the Merger Agreement. The Support Agreement further provided that, in the event that either GAP 49, GAP 57, GAPCO or GAPCO II breached their obligations under the Support Agreement to vote in favor of the Merger, the Company had the right and option, exercisable at any time within sixty (60) days of the date of the termination of the Merger Agreement, to purchase and acquire from the breaching party all or any part of shares of capital stock owned by such breaching party for the consideration set forth in the Support Agreement. In addition, pursuant to the Share Transfer Restriction Agreement (the "Restriction Agreement"), entered into as of December 21, 2000, among the Company, GAP 49, GAP 57, GAPCO and GAPCO II, each of GAP 49, GAP 57, GAPCO and GAPCO II agreed not to, among other things, sell, offer, contract or grant any option to sell, including, without limitation, any short sale, pledge or transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(b) of the Exchange Act , establish a "zero cost collar," or, otherwise dispose of the shares of Common Stock received in the Merger that are not subject to the escrow described above (the "Subject - ---------------------------- ------------------------------ 565011103 PAGE 12 OF 15 PAGES - ---------------------------- ------------------------------ Shares"), provided that such restrictions terminate with respect to the Subject Shares in accordance with the following schedule: (i) on the date (the "First Release Date") which is the earlier of (x) March 31, 2001 or (y) ninety (90) days after the completion of any public offering of shares of Common Stock or securities convertible into Common Stock, in which the gross proceeds to the Company exceed $25,000,000; (A) if the average closing price for Common Stock, as determined by averaging the Common Stock price on the NASDAQ for the 15 trading days immediately preceding the date which is two days prior to the First Release Date (the "Average Stock Price") is less than $70 per share, then on the First Release Date a number of shares equal to 10% of the total number of shares of Common Stock received in the Merger, including the shares of Common Stock that are subject to the Escrow described above (the "Total Shares") (rounded to the nearest whole number of shares) will be released; or, instead (B) if the Average Stock Price is equal to or greater than $70 per share, then on the First Release Date a number of shares equal to 25% of the Total Shares (rounded to the nearest whole number of shares) will be released; and (ii) On May 31, 2001, a number of shares equal to (A) 40% of the Total Shares (rounded to the nearest whole number of shares) MINUS (B) the number of shares released on the First Release Date, will be released; and (iii) on October 31, 2001, all remaining Subject Shares will be released. GAP 49, GAP 57, GAPCO and GAPCO II own 1,196,330 Subject Shares, 1,483,206 Subject Shares, 281,801 Subject Shares and 300,997 Subject Shares, respectively. - ---------------------------- ------------------------------ 565011103 PAGE 13 OF 15 PAGES - ---------------------------- ------------------------------ Finally, pursuant to the Rule 145 Letter entered into as of December 13, 2000 (the "Rule 145 Letter"), among the Company, GAP 49, GAP 57, GAPCO and GAPCO II, as an inducement for the Company to consummate the Merger, each of GAP 49, GAP 57, GAPCO and GAPCO II agreed not to, among other things, sell, transfer or otherwise dispose of the Common Stock in violation of the Securities Act of 1933, as amended. The foregoing summaries of the Escrow, the Support Agreement, the Restriction Agreement and the Rule 145 Letter are qualified in their entirety by reference to Exhibits 5, 6, 7, and 8 which are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Power of Attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In- Fact for GAP. Exhibit 3: Power of Attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In-Fact for GAPCO. Exhibit 4: Power of Attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In-Fact for GAPCO II. Exhibit 5: Merger Agreement incorporated by reference to the Company's Registration Statement on Form S-4 filed with the Commission on October 30, 2000. Exhibit 6: Support Agreement, dated as of September 21, 2000, by and among the Company and GAP 49, GAP 57, GAPCO and GAPCO II. Exhibit 7: Share Transfer Restriction Agreement, dated as of December 21, 2000, by and among the Company, GAP 49, GAP 57, GAPCO and GAPCO II. Exhibit 8: Rule 145 Letter, dated as of December 13, - ---------------------------- ------------------------------ 565011103 PAGE 14 OF 15 PAGES - ---------------------------- ------------------------------ 2000, by and among the Company, GAP 49, GAP 57, GAPCO and GAPCO II. - ---------------------------- ------------------------------ 565011103 PAGE 15 OF 15 PAGES - ---------------------------- ------------------------------ SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of December 29, 2000. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 49, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 57, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-99.1 2 0002.txt EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: December 29, 2000 GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 49, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 57, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-24.2 3 0003.txt EXHIBIT 2 EXHIBIT 2 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GENERAL ATLANTIC PARTNERS, LLC By /s/ Steven A. Denning --------------------------------------- Steven A. Denning Managing Member STATE OF CONNECTICUT ) ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 22nd day of December, 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ------------------------ NOTARY PUBLIC My commission expires August 31, 2001 EX-24.3 4 0004.txt EXHIBIT 3 EXHIBIT 3 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a New York limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GAP COINVESTMENT PARTNERS, L.P. By /s/ Steven A. Denning --------------------------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 22nd day of December, 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ------------------------ NOTARY PUBLIC My commission expires August 31, 2001 EX-24.4 5 0005.txt EXHIBIT 4 EXHIBIT 4 to SCHEDULE 13D GAP COINVESTMENT PARTNERS II, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners II, L.P., a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GAP COINVESTMENT PARTNERS II, L.P. By /s/ Steven A. Denning --------------------------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 22nd day of December, 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ------------------------ NOTARY PUBLIC My commission expires August 31, 2001 EX-99.6 6 0006.txt EXHIBIT 6 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/ Gregory J. Owens --------------------------------------- Name: Gregory J. Owens -------------------------------- Title: President & Chief Executive Officer -------------------------------- STOCKHOLDER: GENERAL ATLANTIC PARTNERS 49, L.P. By: General Atlantic Partners, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A Managing Member -------------------------------- STOCKHOLDER: GENERAL ATLANTIC PARTNERS 57, L.P. By: General Atlantic Partners, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A Managing Member -------------------------------- STOCKHOLDER: GAP COINVESTMENT PARTNERS, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A General Partner -------------------------------- STOCKHOLDER: GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- 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/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- 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/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- 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/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- 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/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A General Partner -------------------------------- EX-99.7 7 0007.txt EXHIBIT 7 EXHIBIT 7 to SCHEDULE 13D SHARE TRANSFER RESTRICTION AGREEMENT December 21, 2000 Manugistics Group, Inc. 2115 East Jefferson Street Rockville, Maryland 20852-4999 Ladies and Gentlemen: Pursuant to the terms of that certain Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of September 21, 2000, by and among Manugistics Group, Inc., a Delaware corporation ("PARENT"), Manu Acquisition Corp., a Delaware corporation ("ACQUISITION"), and Talus Solutions, Inc., a Delaware corporation (the "COMPANY"), at the Effective Time (as defined in the Agreement) Acquisition will be merged with and into the Company (the "MERGER"), and the Company as the surviving corporation of the Merger will become a wholly-owned subsidiary of the Parent. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement. As a result of the Merger, the undersigned will receive shares of the common stock, par value $0.002 per share, of Parent ("PARENT COMMON STOCK"). The undersigned will receive such shares in exchange for shares of the capital stock, of the Company owned by the undersigned. A portion of the shares of Parent Common Stock received by the undersigned in connection with the Merger will be escrowed (the "ESCROW SHARES"). The remaining shares of Parent Common Stock received by the undersigned in connection with the Merger (excluding the Escrow Shares) are referred to herein as the "SUBJECT SHARES"; and, the total sum of the number of Subject Shares plus the number of Escrow Shares received in connection with the Merger is referred to herein as the "TOTAL SHARES". As an inducement for Parent to consummate the Merger, and to fulfill and satisfy a condition to the obligation and Parent to consummate the Merger, the undersigned covenants and agrees: 1. Lock Up. (a) The undersigned will not, directly or indirectly until the times specified in Section 1(b) below, sell, offer, contract, or grant any option to sell, including, without limitation, any short sale, pledge or transfer; establish an open "put equivalent position" within the meaning of Rule 16a-1(b) of the Exchange Act of 1934, as amended; establish a "zero cost collar", or, otherwise dispose of the Subject Shares of Parent Common Stock held by the undersigned (the foregoing restrictions, collectively, the "LOCK UP"). (b) The restrictions contained in the Lock Up set forth in Section 1(a) will terminate with respect to the Subject Shares held by the undersigned in accordance with the following schedule: (i) on that date (the "FIRST RELEASE DATE") which is the earlier of (x) March 31, 2001, or (y) ninety (90) days after the completion of any public offering of shares of Parent Common Stock or securities convertible into Parent Common Stock, in which the gross proceeds to Parent exceed $25,000,000; (A) if the average closing price for Parent Common Stock, as determined by averaging the Parent Common Stock price on the NASDAQ for the fifteen (15) trading days immediately preceding the date which is two (2) days prior to the First Release Date (the "AVERAGE STOCK PRICE") is less than $70 per share, then on the First Release Date a number of shares equal to ten percent (10%) of the Total Shares (rounded to the nearest whole number of shares) shall be released from the Lock Up; or, instead (B) if the Average Stock Price is equal to or greater than $70 per share, then on the First Release Date a number of shares equal to twenty-five percent (25%) of the Total Shares (rounded to the nearest whole number of shares) shall be released from the Lock Up; and (ii) On May 31, 2001, a number of shares equal to (A) forty percent (40%) of the Total Shares (rounded to the nearest whole number of shares) MINUS (B) the number of shares released on the First Release Date, shall be released from the Lock Up; and (iii) on the first anniversary of the Effective Time, but not later than October 31, 2001, all remaining shares of the Subject Shares shall be released from the Lock Up. (c) The undersigned understands that stop transfer instructions will be given to Parent's transfer agent with respect to shares of Parent Common Stock owned by the undersigned and that there may be placed on the certificates for the shares of Parent Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: 2 "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF A SHARE TRANSFER RESTRICTION AGREEMENT DATED DECEMBER 21, 2000, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF MANUGISTICS GROUP, INC." THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. 2. Affiliate; Rule 145. (a) The undersigned has been advised that as of the date hereof the undersigned may be deemed to be an "affiliate" of the Company, as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the "ACT"). (b) The undersigned hereby represents and warrants to, and covenants with, Parent that in the event the undersigned receives any Parent Common Stock in the Merger: (i) The undersigned shall not make any sale, transfer or other disposition of Parent Common Stock in violation of the Securities Act. (ii) The undersigned has carefully read this letter and discussed its requirements and other applicable limitations upon the undersigned's ability to sell, transfer or otherwise dispose of Parent Common Stock, to the extent the undersigned has felt it necessary, with the undersigned's counsel. (iii) The undersigned has been advised that because (i) at the time of the Merger's approval by the stockholders of the Company the undersigned may be deemed an affiliate of the Company and (ii) the distribution by the undersigned of the Parent Common Stock following the Merger has not 3 been registered under the Act (except as provided in Article VI of the Merger Agreement), the undersigned may not sell, transfer or otherwise dispose of Parent Common Stock issued to the undersigned in the Merger unless (A) such sale, transfer or other disposition has been registered under the Act, (B) such sale, transfer or other disposition is made in conformity with the volume and other limitations imposed by Rule 145 under the Act, or (C) in the opinion of counsel reasonably acceptable to Parent, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (iv) Except as provided in Article VI of the Merger Agreement, the undersigned understands that Parent will be under no obligation to register the sale, transfer or other disposition of the Parent Common Stock by the undersigned or on the undersigned's behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. (v) The undersigned understands that stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Common Stock owned by the undersigned and that there may be placed on the certificates for the Parent Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED, APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF A SHARE TRANSFER RESTRICTION AGREEMENT DATED DECEMBER 21, 2000, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF MANUGISTICS GROUP, INC." THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH 4 REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. It is understood and agreed that the legend set forth above shall be removed by delivery of substitute certificates without such legend if the undersigned shall have delivered to Parent (i) a copy of a letter from the staff of the Commission, or an opinion of counsel, in form and substance reasonably satisfactory to the Parent to the effect that such legend is not required for purposes of the Act or (ii) reasonably satisfactory evidence or representations that the shares represented by such certificates are being or have been transferred in a transaction made in conformity with the provisions of Rule 145. 3. Representations by Undersigned. The undersigned represents and warrants to each of Parent and Acquisition as to himself only that: (a) The undersigned, alone or together with his professional advisors, has such knowledge and experience in financial and business matters and, in particular, concerning investments, as is necessary to enable him to evaluate the merits and risks of making an investment in shares of the Parent Common Stock (the "Shares"). (b) The undersigned has no immediate need for liquidity in the Shares and is able to bear the risk of making an investment in the Shares until the Seller is permitted to dispose of the Shares pursuant to the Registration Statement or as otherwise permitted under the Merger Agreement. (c) The Shares being issued to the undersigned in connection with the Merger are being acquired by the undersigned for investment purposes only, for the undersigned's own account and not with a view to the offer, sale or distribution thereof, provided, however, that, in the event that such Shares are registered on a Registration Statement under the Securities Act for resale as contemplated by the Merger Agreement, the undersigned may, at its sole discretion, offer and sell all or any portion of such shares pursuant to such Registration Statement, subject, however, to compliance with any applicable state, securities or other law. The undersigned has not taken, nor will the undersigned take or cause to be taken any action, that would cause the undersigned to be deemed to be an "underwriter," as defined in Section 2(11) of the Securities Act, with respect to those Shares, except in connection with the offer and sale of such shares pursuant to such Registration Statement. (e) If the undersigned is an individual, the address set forth below for the undersigned is the true residence of the undersigned. If the undersigned is a corporation, trust, partnership or other entity, the undersigned has its principal place of business at the address set forth below and was not organized for the 5 specific purpose of acquiring any of the Shares. (e) The undersigned understands that there are substantial risks pertaining to the making of an investment in the Shares hereunder, including risks set forth in the SEC Documents. (f) The undersigned understands and acknowledges that the Shares have not been registered for offer or sale under the Securities Act or registered or qualified under any state or other securities act, and are being sold on the basis of exemptions from registration under the federal and applicable state or other securities laws. Reliance on such exemptions is based in part on the accuracy of the representations, warranties and agreements made by each undersigned herein, and the undersigned acknowledges and agrees that Parent has relied on such representations, warranties and agreements. The undersigned further understands and acknowledges that the Shares may not be sold, assigned or otherwise transferred unless so registered or qualified or unless, in the opinion of counsel to the undersigned, which opinion is acceptable to Parent, an exemption from registration and any such qualification is available. (g) The undersigned understands that neither the Commission nor any other federal, state or other governmental authority has approved the Shares, nor have any of the foregoing authorities made any recommendation, findings or determination relating to the merits of making an investment in the Shares hereunder. (h) The information provided by the undersigned herein, and any other information provided by the undersigned to Parent or Parent's agents or representatives, is true and correct in all respects as of the date hereof and will be true at and as of the Effective Time (or, if there have been any changes in such information since the date such information was furnished, the undersigned has advised Parent in writing of such changes). (i) The undersigned shall not have any preemptive rights or any similar rights to subscribe for any additional Shares or any other security issued by or interest in or obligation of Parent. 6 Very truly yours, GENERAL ATLANTIC PARTNERS 49, L.P. By: General Atlantic Partner, LLC, its general partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A Managing Member -------------------------------- GENERAL ATLANTIC PARTNERS 57, L.P. By: General Atlantic Partner, LLC, its general partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A Managing Member -------------------------------- GAP COINVESTMENT PARTNERS, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A General Partner -------------------------------- GAP COINVESTMENT PARTNERS III, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A General Partner -------------------------------- 7 ACKNOWLEDGED this 21 day of December, 2000. MANUGISTICS GROUP, INC. By: /s/ Gregory J. Owens -------------------------- Name: Gregory J. Owens --------------------- Title: President & Chief Executive Officer --------------------- 8 EX-99.8 8 0008.txt EXHIBIT 8 EXHIBIT 8 to SCHEDULE 13D RULE 145 LETTER December 13, 2000 Manugistics Group, Inc. 2115 East Jefferson Street Rockville, Maryland 20852-4999 Ladies and Gentlemen: Pursuant to the terms of that certain Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of September 21, 2000, by and among Manugistics Group, Inc., a Delaware corporation ("PARENT"), Manu Acquisition Corp., a Delaware corporation ("ACQUISITION"), and Talus Solutions, Inc., a Delaware corporation (the "COMPANY"), at the Effective Time (as defined in the Agreement) Acquisition will be merged with and into the Company (the "MERGER"), and the Company as the surviving corporation of the Merger will become a wholly-owned subsidiary of the Parent. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement. As a result of the Merger, the undersigned will receive shares of the common stock, par value $0.002 per share, of Parent ("PARENT COMMON STOCK"). The undersigned will receive such shares in exchange for shares of the capital stock of the Company owned by the undersigned. As an inducement for Parent to consummate the Merger, and to fulfill and satisfy a condition to the obligation of Parent to consummate the Merger, the undersigned covenants and agrees: (a) The undersigned has been advised that as of the date hereof the undersigned may be deemed to be an "affiliate" of the Company, as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations of the Securities and Exchange Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the "ACT"). (b) The undersigned hereby represents and warrants to, and covenants with, Parent that in the event the undersigned receives any Parent Common Stock in the Merger: (i) The undersigned shall not make any sale, transfer or other disposition of Parent Common Stock in violation of the Securities Act. (ii) The undersigned has carefully read this letter and discussed its requirements and other applicable limitations upon the undersigned's ability to sell, transfer or otherwise dispose of Parent Common Stock, to the extent the undersigned has felt it necessary, with the undersigned's counsel. (iii) The undersigned has been advised that because (i) at the time of the Merger's approval by the stockholders of the Company the undersigned may be deemed an affiliate of the Company and (ii) the distribution by the undersigned of the Parent Common Stock following the Merger has not been registered under the Act (except as provided in Article VI of the Merger Agreement), the undersigned may not sell, transfer or otherwise dispose of Parent Common Stock issued to the undersigned in the Merger unless (A) such sale, transfer or other disposition has been registered under the Act, (B) such sale, transfer or other disposition is made in conformity with the volume and other limitations imposed by Rule 145 under the Act, or (C) in the opinion of counsel reasonably acceptable to Parent, such sale, transfer or other disposition is otherwise exempt from registration under the Act. (iv) Except as provided in Article VI of the Merger Agreement, the undersigned understands that Parent will be under no obligation to register the sale, transfer or other disposition of the Parent Common Stock by the undersigned or on the undersigned's behalf under the Act or to take any other action necessary in order to make compliance with an exemption from such registration available. (v) The undersigned understands that stop transfer instructions will be given to Parent's transfer agent with respect to the Parent Common Stock owned by the undersigned and that there may be placed on the certificates for the Parent Common Stock issued to the undersigned, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED, APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF A SHARE TRANSFER RESTRICTION AGREEMENT DATED SEPTEMBER 21, 2000, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF MANUGISTICS GROUP, INC." THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. It is understood and agreed that the legend set forth above shall be removed by delivery of substitute certificates without such legend if the undersigned shall have delivered to Parent (i) a copy of a letter from the staff of the Commission, or an opinion of counsel, in form and substance reasonably satisfactory to the Parent to the effect that such legend is not required for purposes of the Act or (ii) reasonably satisfactory evidence or representations that the shares represented by such certificates are being or have been transferred in a transaction made in conformity with the provisions of Rule 145. Very truly yours, GENERAL ATLANTIC PARTNERS 49, L.P. By: General Atlantic Partners, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A Managing Member -------------------------------- Address: c/o David Rosenstein General Atlantic Service Corporation 3 Pickwick Plaza, Suite 200 Greenwich, Connecticut 06830 ACKNOWLEDGED this 13 day of December, 2000. MANUGISTICS GROUP, INC. By: /s/ Gregory J. Owens -------------------------- Name: Gregory J. Owens --------------------- Title: President & Chief Executive Officer --------------------- Very truly yours, GENERAL ATLANTIC PARTNERS 57, L.P. By: General Atlantic Partners, LLC, its General Partner By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A Managing Member -------------------------------- Address: c/o David Rosenstein General Atlantic Service Corporation 3 Pickwick Plaza, Suite 200 Greenwich, Connecticut 06830 ACKNOWLEDGED this 13 day of December, 2000. MANUGISTICS GROUP, INC. By: /s/ Gregory J. Owens -------------------------- Name: Gregory J. Owens --------------------- Title: President & Chief Executive Officer --------------------- Very truly yours, GAP COINVESTMENT PARTNERS, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A General Partner -------------------------------- Address: c/o David Rosenstein General Atlantic Service Corporation 3 Pickwick Plaza, Suite 200 Greenwich, Connecticut 06830 ACKNOWLEDGED this 13 day of December, 2000. MANUGISTICS GROUP, INC. By: /s/ Gregory J. Owens -------------------------- Name: Gregory J. Owens --------------------- Title: President & Chief Executive Officer --------------------- Very truly yours, GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz -------------------------------- Title: A General Partner -------------------------------- Address: c/o David Rosenstein General Atlantic Service Corporation 3 Pickwick Plaza, Suite 200 Greenwich, Connecticut 06830 ACKNOWLEDGED this 13 day of December, 2000. MANUGISTICS GROUP, INC. By: /s/ Gregory J. Owens -------------------------- Name: Gregory J. Owens --------------------- Title: President & Chief Executive Officer --------------------- -----END PRIVACY-ENHANCED MESSAGE-----