-----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, Hkh9ZC0lyOqsKxK3d4X/Si39WisaxjcT6Jw0hb9kxfyw8hoSWtFzDDqNEvxUMwgw 4zZoWoKw2QEzEob8aTd8eA== 0000950142-02-000664.txt : 20020701 0000950142-02-000664.hdr.sgml : 20020701 20020701142559 ACCESSION NUMBER: 0000950142-02-000664 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20020701 GROUP MEMBERS: GAP COINVESTMENT PARTNERS II, L.P. GROUP MEMBERS: GAP COINVESTMENT PARTNERS, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 41, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 57, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001047262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 751719817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59471 FILM NUMBER: 02693365 BUSINESS ADDRESS: STREET 1: 8787 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2147756000 MAIL ADDRESS: STREET 1: 8787 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 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 sc13d-exetech.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- EXE TECHNOLOGIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 301504106 (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) ----------------------- JUNE 27, 2002 (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). ================================================================================ - ----------------------------- ----------------------------- 301504106 PAGE 2 OF 13 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 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) [X] (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 BY EACH 8 SHARED VOTING POWER REPORTING PERSON 13,587,562 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 13,587,562 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,587,562 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 301504106 PAGE 3 OF 13 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 41, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 BY EACH 8 SHARED VOTING POWER REPORTING PERSON 13,587,562 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 13,587,562 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,587,562 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 301504106 PAGE 4 OF 13 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 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) [X] (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 BY EACH 8 SHARED VOTING POWER REPORTING PERSON 13,587,562 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 13,587,562 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,587,562 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 301504106 PAGE 5 OF 13 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 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) [X] (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 BY EACH 8 SHARED VOTING POWER REPORTING PERSON 13,587,562 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 13,587,562 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,587,562 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 301504106 PAGE 6 OF 13 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 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) [X] (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 BY EACH 8 SHARED VOTING POWER REPORTING PERSON 13,587,562 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 13,587,562 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,587,562 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ----------------------------- ----------------------------- 301504106 PAGE 7 OF 13 - ----------------------------- ----------------------------- ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities of EXE Technologies, Inc., a Delaware corporation (the "Company"), to which this statement relates is the Company's Common Stock, par value $0.01 per share (the "Common Stock"). The address of the principal executive office of the Company is 8787 Stemmons Freeway, Dallas, Texas 75247. 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 41, L.P., a Delaware limited partnership ("GAP 41"), 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 41, GAP 57 and GAPCO, the "Reporting Persons"). The Reporting Persons 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 GAP 41 and GAP 57 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, Peter Currie, Mark F. Dzialga, Erik Engstrom, Klaus Esser, William E. Ford, William O. Grabe, David C. Hodgson, Braden R. Kelly, Rene M. Kern, William J. Lansing, Matthew Nimetz, Clifton S. Robbins, Franchon M. Smithson, Tom C. Tinsley, Florian Wendelstadt and John Wong (collectively, the "GAP Managing Members"). The GAP Managing Members (other than Mr. Esser) are also the general - ----------------------------- ----------------------------- 301504106 PAGE 8 OF 13 - ----------------------------- ----------------------------- partners of GAPCO and GAPCO II. Messrs. Denning and Landing serve on the Board of Directors of the Company. The business address of each of the GAP Managing Members (other than Messrs. Esser, Currie, Kelly, Kern, Lansing, Wendelstadt and Wong) is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business address of Mr. Esser is Koenigsallee 62, 40212 Duesseldorf, Germany. The business address of Messrs. Kern and Wendelstadt is 83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom. The business address of Messrs. Currie, Kelly and Lansing is 228 Hamilton Avenue, Palo Alto, California 94301. The business address of Mr. Wong is 24 Raffles Place, 29-04 Clifford Center, Singapore 048621. Messrs. Esser, Kern and Wendelstadt are citizens of Germany; Mr. Engstrom is a citizen of Sweden; and Mr. Wong is a citizen of Singapore. 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. Engstrom, Esser, Kern, Wendelstadt and Wong, is a citizen of the United States. 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. The Reporting Persons acquired 12,087,562 shares of Common Stock prior to the time the Common Stock was registered under Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). The Reporting Persons filed a statement on Schedule 13G on February 13, 2001 ("Schedule 13G") as required by Rule 13d-1(d) of the Exchange Act with respect to such Common Stock. The Reporting - ----------------------------- ----------------------------- 301504106 PAGE 9 OF 13 - ----------------------------- ----------------------------- Persons are filing this statement on Schedule 13D because on June 27, 2002, GAP 57 and GAPCO II entered into the Stock Purchase Agreement, dated June 27, 2002 (the "Stock Purchase Agreement"), among GAP 57, GAPCO II and Adam Belsky (the "Seller") pursuant to which GAP 57 agreed to purchase an aggregate of 1,314,248 shares of Common Stock from the Seller for an aggregate purchase price of $1,971,372 and GAPCO II agreed to purchase an aggregate of 185,752 shares of Common Stock from the Seller for an aggregate purchase price of $278,628. This transaction closed on June 28, 2002. The 1,500,000 shares of Common Stock purchased pursuant to the Stock Purchase Agreement, together with all purchases of Common Stock during the immediately preceding 12 months (of which there are none), exceeds two percent of the outstanding Common Stock of the Company as disclosed in its Form 10-Q for the fiscal quarter ended March 31, 2002. The aggregate amount of funds required by the Reporting Persons to purchase 1,500,000 shares of Common Stock was $2,250,000. The funds used to purchase such Common Stock were obtained from contributions from partners. ITEM 4. PURPOSE OF TRANSACTION. GAP 57 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. Except for the Option Agreements (as defined and described in Item 6 below), 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. - ----------------------------- ----------------------------- 301504106 PAGE 10 OF 13 - ----------------------------- ----------------------------- (a) As of the date hereof GAP, GAP 41, GAP 57, GAPCO and GAPCO II each own of record no shares of Common Stock, 9,544,746 shares of Common Stock, 1,943,898 shares of Common Stock, 1,792,816 shares of Common Stock, and 306,102 shares of Common Stock, respectively, or 0.0%, 20.7%, 4.2%, 3.9%, and 0.7%, 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 41 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 13,587,562 shares of Common Stock or 29.5% of the 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 13,587,562 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) Pursuant to the Stock Purchase Agreement, GAP 57 agreed to purchase from the Seller an aggregate of 1,314,248 shares of Common Stock, at $1.50 per share, for an aggregate purchase price of $1,971,372 and GAPCO II agreed to purchase from the Seller an aggregate of 185,752 shares of Common Stock, at $1.50 per share, for an aggregate purchase price of $278,628. The foregoing summary of the Stock Purchase Agreement is qualified in its entirety by reference to Exhibit 5 hereto, which is incorporated herein by reference. Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none - ----------------------------- ----------------------------- 301504106 PAGE 11 OF 13 - ----------------------------- ----------------------------- of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the last 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 57 and GAP 41. Accordingly, GAP and the GAP Managing Members may, from time to 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 Person with respect to the Company's shares of Common Stock as they deem to be in the collective interest of the Reporting Persons. Pursuant to the Stock Purchase Agreement, GAP 57 agreed to purchase from the Seller an aggregate of 1,314,248 shares of Common Stock, at $1.50 per share, for an aggregate purchase price of $1,971,372 and GAPCO II agreed to purchase from the Seller an aggregate of 185,752 shares of Common Stock, at $1.50 per share, for an aggregate purchase price of $278,628. Pursuant to the Option Agreement, dated as of September 15, 1997 (the "Option Agreement"), among GAP 41, GAPCO and David Alcala ("Alcala"), Alcala holds an option to purchase, at an exercise price of - ----------------------------- ----------------------------- 301504106 PAGE 12 OF 13 - ----------------------------- ----------------------------- $2.1865 per share, 57,760 shares of Common Stock owned by GAP 41 and an option to purchase, at an exercise price of $2.1865 per share, 10,843 shares of common stock owned by GAPCO. The option granted by GAP 41 and GAPCO pursuant to the Option Agreement may be exercised in whole or in part, on or prior to September 11, 2007. The foregoing summary of the Option Agreement is qualified in its entirety by reference to Exhibit 6 hereto, which is 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 January 7, 2002, appointing Thomas J. Murphy Attorney-In-Fact for GAP. Exhibit 3: Power of Attorney, dated January 7, 2002, appointing Thomas J. Murphy Attorney-In-Fact for GAPCO. Exhibit 4: Power of Attorney, dated January 7, 2002, appointing Thomas J. Murphy Attorney-In-Fact for GAPCO II. Exhibit 5: Stock Purchase Agreement, dated June 21, 2002, among GAP 57, GAPCO II and Adam Belsky. Exhibit 6: Option Agreement, dated as of September 15, 1997, among GAP 41, GAPCO and David Alcala. - ----------------------------- ----------------------------- 301504106 PAGE 13 OF 13 - ----------------------------- ----------------------------- 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 July 1, 2002. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 41, 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 3 ex1sc13d-exetech.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 inaccurate. Dated: July 1, 2002 GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy --------------------------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 41, 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 4 ex2sc13d-exetech.txt EXHIBIT 2 EXHIBIT 2 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 January 7, 2002 POWER OF ATTORNEY ----------------- The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Limited Liability Company"), by its Executive Managing Member, Steven A. Denning, a U.S. citizen, of full legal age, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, 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 Limited Liability Company as fully to all intents and purposes as a Managing Member of the Limited Liability Company 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 January 1, 2003. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning --------------------------------------- Steven A. Denning Executive Managing Member STATE OF CONNECTICUT ) : ss. COUNTY OF FAIRFIELD ) On the 7th day of January 2002, 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 Holzweiss - ----------------------------- Notary Public EX-99 5 ex3sc13d-exetech.txt EXHIBIT 3 EXHIBIT 3 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 January 7, 2002 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, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, 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 of the Partnership 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 January 1, 2003. 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 7th day of January 2002, 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 Holzweiss - ----------------------------- Notary Public EX-99 6 ex4sc13d-exetech.txt EXHIBIT 4 EXHIBIT 4 to SCHEDULE 13D GAP COINVESTMENT PARTNERS II, L.P. 3 Pickwick Plaza Greenwich, CT 06830 January 7, 2002 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, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, 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 of the Partnership 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 January 1, 2003. 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 7th day of January 2002, 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 Holzweiss - ----------------------------- Notary Public EX-99 7 ex5sc13d-exetech.txt EXHIBIT 5 EXHIBIT 5 to SCHEDULE 13D STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated June 27, 2002 (this "AGREEMENT"), among Adam Belsky ("SELLER"), General Atlantic Partners 57, L.P., a Delaware limited partnership ("GAP LP") and GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP COINVESTMENT" and, collectively with GAP LP, the "PURCHASERS"). WHEREAS, upon the terms and conditions set forth in this Agreement, Seller proposes to sell to each of the Purchasers the aggregate number of shares of common stock, par value $0.01 per share (the "COMMON STOCK"), of EXE Technologies, Inc., a Delaware corporation (the "COMPANY"), set forth opposite such Purchaser's name on SCHEDULE 2.1, for the aggregate purchase price set forth opposite such Purchaser's name on SCHEDULE 2.1 hereto. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS ----------- 1.1 DEFINITIONS. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "AGREEMENT" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "CLOSING" has the meaning set forth in Section 2.2(a) of this Agreement. "CLOSING DATE" has the meaning set forth in Section 2.2(a) of this Agreement. "COMMON STOCK" has the meaning set forth in the recitals to this Agreement. "COMPANY" has the meaning set forth in the recitals to this Agreement. "CONTRACTUAL OBLIGATIONS" means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument to which such Person is a party or by which it or any of its property is bound. 2 "GAP COINVESTMENT" has the meaning set forth in the preamble to this Agreement. "GAP LP" has the meaning set forth in the preamble to this Agreement. "GOVERNMENTAL AUTHORITY" means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. "LIEN" means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, voting restriction (statutory or other), lien (statutory or other) or preference, priority, right or other security interest or preferential arrangement of any kind or nature whatsoever. "ORDERS" has the meaning set forth in Section 3.2 of this Agreement. "PERSON" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "PURCHASED SHARES" has the meaning set forth in Section 2.1 of this Agreement. "PURCHASERS" has the meaning set forth in the preamble to this Agreement. "REQUIREMENT OF LAW" means, as to any Person, any law, statute, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. "SELLER" has the meaning set forth in the preamble to this Agreement. ARTICLE II PURCHASE AND SALE OF COMMON STOCK --------------------------------- 2.1 PURCHASE AND SALE OF COMMON STOCK FROM SELLER. Subject to the terms and conditions herein set forth, Seller agrees to sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from Seller, on the Closing Date the aggregate number of shares of Common Stock set forth opposite such Purchaser's name on SCHEDULE 2.1 3 hereto, for the aggregate purchase price set forth opposite such Purchaser's name on SCHEDULE 2.1 hereto (all of the shares of Common Stock being purchased pursuant to Section 2.1 being referred to herein as the "PURCHASED SHARES"). 2.2 CLOSING. (a) Subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the sale and purchase of the Purchased Shares (the "Closing") shall take place at the offices of the Purchasers, at 10:00 a.m., local time, on the Business Day upon which the conditions set forth in Article V are satisfied or waived as provided therein, or at such other time, place and date that Seller and the Purchasers may agree in writing (the "Closing Date"). (b) On the Closing Date, (i) Seller shall deliver to each of the Purchasers facsimile copies of stock certificates representing the Purchased Shares being purchased by such Purchaser from Seller and stock powers, in the form attached hereto as Exhibit A (the "Stock Powers"), executed by Seller and (ii) each Purchaser will deliver to Seller the aggregate purchase price for the Purchased Shares being purchased by such Purchaser by wire transfer of immediately available funds. Promptly after the Closing Date, but in any event not later than five Business Days after the Closing Date, Seller shall deliver to each of the Purchasers stock certificates representing the Purchased Shares being purchased by such Purchaser from Seller and the Stock Powers. Seller shall assist the Purchasers in causing the Company's transfer agent to register the purchase and sale of the Purchased Shares by the Purchasers pursuant to this Agreement and, in exchange for the certificates delivered to each Purchaser by Seller, deliver to each Purchaser a certificate registered on the Company's stock ledger in the name of such Purchaser representing the aggregate number of Purchased Shares being purchased by such Purchaser under this Agreement. Upon the request of the Purchasers if required to consummate the valid transfer of the Purchased Shares, Seller shall deliver to the Purchasers an opinion of counsel to Seller, in customary form and reasonably satisfactory to the Purchasers, opining that it is not required to register the offer and sale of the Purchased Shares to the Purchasers pursuant to the provisions of the Securities Act. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER ---------------------------------------- Seller represents and warrants to each of the Purchasers as follows: 3.1 CAPACITY. Seller has the legal capacity to execute, deliver and perform his obligations under this Agreement. 3.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary action of Seller, (b) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of Seller, or any Requirement of Law applicable to Seller and (c) do not violate any judgment, 4 injunction, writ, award, decree or order of any nature (collectively, "ORDERS") of any Governmental Authority against, or binding upon, Seller. Seller is not party to, or bound by, any agreement that is currently in effect, granting rights to any Person which are inconsistent with the rights to be granted by Seller under this Agreement. 3.3 TITLE TO PURCHASED SHARES. Seller owns beneficially and of record the Purchased Shares being sold to the Purchasers and has good and valid title to such Purchased Shares, free and clear of all Liens. Seller has the unrestricted power and authority to transfer his Purchased Shares to the Purchasers. Upon delivery to the Purchasers of the stock certificates representing such Purchased Shares and payment therefor, the Purchasers shall acquire good and valid title to such Purchased Shares, free and clear of all Liens. 3.4 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale and delivery of the Purchased Shares) by or enforcement against Seller of this Agreement or the transactions contemplated hereby. 3.5 BINDING EFFECT. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 3.6 LITIGATION. There are no actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations pending or, to the knowledge of Seller, threatened, at law, in equity, in arbitration or before any Governmental Authority against Seller purporting to enjoin or restrain the execution, delivery or performance by Seller of this Agreement. 3.7 PRIVATE OFFERING. No form of general solicitation or general advertising was used by Seller or his representatives in connection with his sale of the Purchased Shares. No registration of the Purchased Shares, pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws, is required by the offer or sale of the Purchased Shares. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS ------------------------------------------------ Each of the Purchasers hereby represents and warrants, severally and not jointly, to Seller as follows: 4.1 EXISTENCE AND POWER. Such Purchaser (a) is a limited partnership or limited liability company, as the case may be, duly organized and validly existing under the laws of the jurisdiction of its formation and (b) has the requisite partnership or limited liability 5 company, as the case may be, power and authority to execute, deliver and perform its obligations under this Agreement. 4.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by such Purchaser of this Agreement and the transactions contemplated hereby (a) have been duly authorized by all necessary partnership or limited liability company, as the case may be, action, (b) do not contravene the terms of such Purchaser's organizational documents, or any amendment thereof, and (c) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of such Purchaser or any Requirement of Law applicable to such Purchaser and (d) do not violate any Orders of any Governmental Authority against, or binding upon, such Purchaser. 4.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby. 4.4 BINDING EFFECT. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 4.5 RESTRICTED SECURITIES. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America. Such Purchaser understands that such Purchased Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act and that the Purchased Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser understands that the Purchased Shares will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to the so-called "Section 4(1)(1/2) exception" and that the reliance of Seller on such exemption is predicated in part on such Purchaser's representations set forth herein. 4.6 ACCREDITED INVESTOR. Such Purchaser is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act. 4.7 RISK OF LOSS. Such Purchaser understands that its acquisition of the Purchased Shares is a speculative investment which involves a high degree of risk of loss, including the potential loss of its entire investment in the Company. 6 4.8 INVESTMENT EXPERIENCE. Such Purchaser is able to fend for itself, can bear the economic risk of the investment and has such knowledge and experience in financial or business matters, including investments in securities that are restricted as to their transferability, that it is capable of evaluating the merits and risks of the investment in the Purchased Shares and of making an informed investment decision. 4.9 LEGEND. Such Purchaser understands and agrees that the certificates for the Purchased Shares shall bear the following legend, or a similar legend to the same effect, until (i) the Purchased Shares have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Purchasers the Purchased Shares may be sold without registration under the Securities Act and any applicable "Blue Sky" or state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON THE TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." ARTICLE V CONDITIONS ---------- 5.1 PURCHASERS' CONDITIONS. The obligation of the Purchasers to purchase the Purchased Shares, to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date. (a) The representations and warranties of Seller contained in Article III hereof shall be true and correct in all respects at and on the Closing Date as if made at and on such date. (b) Seller shall have delivered to each of the Purchasers stock certificates representing the number of Purchased Shares set forth opposite such Purchaser's name on Schedule 2.1 hereto, together with the Stock Powers, and the Company shall have delivered to each of the Purchasers, in exchange for the stock certificates delivered to each of the Purchasers by Seller, stock certificates in definitive form representing the number of Purchased Shares set forth opposite such Purchaser's name on Schedule 2.1 hereto, registered in the name of such Purchaser. 5.2 SELLER'S CONDITIONS. The obligation of Seller to sell the Purchased Shares and the obligation to perform his other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, Seller of the following conditions on or before the Closing Date: 7 (a) Each Purchaser shall have delivered the aggregate purchase price for the Purchased Shares to be purchased by such Purchaser. (b) The representations and warranties of the Purchasers contained in Article IV hereof shall be true and correct in all respects at and on the Closing Date as if made at and on such date. ARTICLE VI MISCELLANEOUS ------------- 6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement indefinitely. 6.2 NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: if to Seller: Mr. Adam Belsky 834 Chestnut Street Apartment DH 121 Philadelphia, PA 19102 with a copy to: Chris Wright, Esq. Telecopy: (610) 341-1099 if to the Purchasers: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, CT 06830 Telecopy: (203) 622-8818 Attention: Matthew Nimetz with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telecopy: (212) 757-3990 Attention: Douglas A. Cifu, Esq. 8 All such notices, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered; (ii) one Business Day after being sent, if sent via a reputable nationwide overnight courier service guaranteeing next business day delivery; (iii) five (5) Business Days after being sent, if sent by registered or certified mail, return receipt requested, postage prepaid; and (iv) when receipt is mechanically acknowledged, if telecopied. Any party may by notice given in accordance with this Section 6.2 designate another address or Person for receipt of notices hereunder. Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party to whom it is given. 6.3 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and the terms and conditions thereof, the Purchasers may assign any of their rights under this Agreement to any of their respective affiliates (as defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended), provided that each such assignee shall make the representations and warranties under Article IV. Seller may not assign any of his rights under this Agreement without the prior written consent of the Purchasers. No Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement. 6.4 AMENDMENT AND WAIVER. (a) No failure or delay on the part of Seller or the Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by Seller or the Purchasers from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by Seller and the Purchasers purchasing a majority of the Purchased Shares and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on Seller in any case shall entitle Seller to any other or further notice or demand in similar or other circumstances. 6.5 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 6.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 9 6.7 SEVERABILITY. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof. 6.8 ENTIRE AGREEMENT. This Agreement, together with the exhibits and schedules hereto, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits and schedules hereto, supersedes all prior agreements and understandings between the parties with respect to such subject matter. 6.9 PUBLIC ANNOUNCEMENTS. Neither Seller nor the Purchasers will make any public statements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto, except to the extent such party reasonably believes such public statement is required by any Requirement of Law, including, without limitation, any securities or stock market regulation, or to the extent required by the Purchasers in connection with their customary reporting to their capital investors. Notwithstanding the foregoing, Seller will not use or refer to the name of any Purchaser in any public statement or disclosure without the consent of such Purchaser except to the extent that such party reasonably believes such statement or disclosure is required by applicable law or stock market regulations. 6.10 FURTHER ASSURANCES. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 6.11 REGISTRATION RIGHTS. Seller hereby agrees that pursuant to Section 10(f) of the Second Amended and Restated Registration Rights Agreement, dated as of September 29, 1999, by and among the Company, General Atlantic Partners 57, L.P., General Atlantic Partners 41, L.P., GAP Coinvestment Partners, L.P., GAP Coinvestment, MSD 1998 GRAT #6, Triple Marlin Investments, LLC, Rothko Investments, LLC, MSD Portfolio L.P. - Investments, TCV III (Q), L.P., TCV III Strategic Partners, L.P., TCV III, L.P., TCV III (GP) and the stockholders named therein, Seller's incidental or "piggy-back" registration rights of Seller contained in Sections 3(b) and 4 of the Registration Rights Agreement, Form S-3 registration rights contained in Section 5 of the Registration Rights Agreement are, with respect to the Purchased Shares, hereby automatically transferred to the Purchasers. [Remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Stock Purchase Agreement on the date first written above. /s/ Adam Belsky -------------------------------------------- Adam Belsky 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 GAP COINVESTMENT PARTNERS II, L.P. By: /s/ Matthew Nimetz --------------------------------------- Name: Matthew Nimetz Title: A General Partner 11 SCHEDULE 2.1 ------------ PURCHASED SHARES AND PURCHASE PRICE ================================================================================ PURCHASER PURCHASED SHARES PURCHASE PRICE - -------------------------------------------------------------------------------- GAP LP 1,314,248 $1,971,372 - -------------------------------------------------------------------------------- GAP Coinvestment 185,752 278,628 - -------------------------------------------------------------------------------- Total: 1,500,000 $2,250,000 ================================================================================ EX-99 8 ex6sc13d-exetech.txt EXHIBIT 6 EXHIBIT 6 to SCHEDULE 13D THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS OPTION AND THE SECURITIES ACQUIRED PURSUANT TO THE EXERCISE OF THIS OPTION ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT DATED ON OR ABOUT SEPTEMBER, 1997, AMONG EXE TECHNOLOGIES, INC. AND DAVID ALCALA (THE "STOCKHOLDERS AGREEMENT") A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. OPTION AGREEMENT ---------------- OPTION AGREEMENT (this "AGREEMENT"), dated as of September 15, 1997, among General Atlantic Partners 41, L.P., a Delaware limited partnership ("GAP LP"), GAP Coinvestment Partners, L.P., a New York limited partnership ("GAP COINVESTMENT" and, together with GAP LP, the "OPTIONORS"), and David Alcala (the "OPTION Holder"). 1. GRANT OF OPTION. 1.1 GRANT OF OPTION; EXERCISE PRICE. Subject to the terms and conditions set forth herein, the Optionors grant to the Option Holder an irrevocable option (the "OPTION") to purchase from the Optionors up to an aggregate of 68,603 shares 2 of Series B Convertible Preferred Stock, par value $.01 per share (the "OPTION SHARES"), of the Company, represented by the stock certificates listed on Schedule 1 hereto (the "STOCK CERTIFICATES"), at an exercise price of $2.1865 per share (the "EXERCISE PRICE"). The number of Option Shares and the Exercise Price shall be subject to adjustment as provided in Section 2. 1.2 DURATION OF OPTION. The Option may be exercised in whole or in part, at any time or from time to time, on or prior to September 11, 2007 (the "TERMINATION DATE"). 1.3 EXERCISE. Upon exercise of the Option in accordance with Section 1.4, the Option Shares for which the Option shall have been exercised shall be transferred to the Option Holder by each of the Optionors pro rata according to the percentages set forth opposite such Optionor's name on Schedule 2 hereto. All rights of the Option Holder to purchase the Option Shares from the Optionors shall be deemed to be exercised pro rata in accordance with Schedule 2. 1.4 Manner of Exercising Option. (a) The Option shall be exercisable by the Option Holder in whole or in part only by surrender of a completed and fully executed option exercise notice (in the form attached hereto as Exhibit A) (the "OPTION EXERCISE NOTICE") to the Escrowholder (as defined below) with a copy to the Optionors, not less than 10 days prior to the date specified in the Option Exercise Notice for the closing of the purchase and sale of the Option Shares pursuant to such Option Exercise Notice (the "CLOSING DATE"). (b) On the Closing Date, the Option Holder shall deliver to each of the Optionors by wire transfer of immediately available funds, with notice of 3 such payment to the Escrowholder, that portion of the aggregate Exercise Price for the number of Option Shares so purchased, against delivery by the Escrowholder to the Option Holder of a certificate or certificates representing such Option Shares, together with a duly exercised assignment or assignments in proper form to transfer such Option Shares to the Option Holder. The aggregate Exercise Price for the Option Shares shall be allocated between each of the Optionors according to the percentage set forth opposite such Optionor's name on Schedule 2 hereto. If the Option Holder exercises the Option for a number of Option Shares less than the aggregate number of Option Shares, then the remainder of the Option Shares shall remain available for exercise at one or more later times prior to the Termination Date in accordance with this Agreement. 1.5 TRANSFER OF OPTION AND OPTION SHARES. The Option Holder shall not (a) sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, whether by operation of law or otherwise (each a "TRANSFER") this Agreement, including the Option, or any right, title or interest therein or thereto or (b) Transfer the Option Shares except in accordance with Sections 1 and 2 of the Stockholders Agreement, dated on or about September, 1997, between the Company and the Option Holder (the "STOCKHOLDERS AGREEMENT"). Any such Transfer shall be conditioned on compliance with any applicable state and federal securities laws and, upon request by the Company, the Option Holder shall furnish an opinion of counsel to such effect, reasonably satisfactory to the Company and the Optionors. Any attempt to Transfer this Agreement, including the Option, any of the Option Shares or any rights thereunder in violation of this Section 1.5 shall be null and void AB INITIO and the Company shall not register any such Transfer. 4 2. ADJUSTMENT OF NUMBER OF SHARES; SUBSTITUTE SHARES. 2.1 CHANGES IN CAPITAL STRUCTURE. "AUXILIARY SECURITIES" means any property receivable by the Optionors as owners of any Option Shares or as owners of any Auxiliary Securities other than cash dividends, including, but not limited to, non-cash dividends, cash, securities or other property, arising from a reorganization, combination, recapitalization, stock split, liquidation, issue of securities or sale or merger of the Company or the issuer of any security which is an Auxiliary Security, or other similar change in capital structure of the Company, or as a result of any other disposition or conversion of the Option Shares or the proceeds therefrom. If Auxiliary Securities are issued with respect to the Option Shares: (a) the number and type of shares transferable by the Optionors upon exercise of the Option by the Option Holder shall be equitably adjusted (but only to the extent such adjustment is made with respect tgo the shares underlying the Option); any Auxiliary Securities shall become a part of the Option Shares to which they relate, and upon the exercise of the Option shall be transferred to the Option Holder without extra cost; and (b) the cash, certificates or other instruments evidencing title to such Auxiliary Securities, together with appropriate instruments of transfer shall be delivered to the Escrowholder to be held in Escrow pursuant to Section 3 herein. Notwithstanding anything in this Agreement, the Optionors shall have the right to convert all or any part of Option Shares into shares of Class A Common Stock, par value $.01 per share, of the Company (the "COMMON STOCK") at any time and from time to time, subject only to the terms and conditions of the Certificate of Incorporation of the 5 Company, including the Certificate of Designations with respect to the Option Shares, and applicable law. In the event of any such conversion, the Common Stock exchanged for the converted Option Shares shall be deemed Auxiliary Securities hereunder and treated as Option Shares in accordance with clause (a) above. 2.2 CHANGES IN THE EXERCISE PRICE. Nothing in this Section 2 or elsewhere in this Agreement shall have the effect of altering the aggregate Exercise Price; PROVIDED, HOWEVER, that the Exercise Price shall be appropriately adjusted in respect of the stock split, combination, stock dividend, recapitalization, conversion, exchange or other event contemplated by Section 2.1 3. ESCROW. 3.1 CREATION OF ESCROW. To ensure the Optionors' general ability to perform their obligations under this Agreement, the Optionors will, concurrently with the delivery of this Agreement, deliver to the Escrowholder the Stock Certificates together with a stock power (the "STOCK POWER") duly executed in blank, in the form attached hereto as Exhibit B, such documents to be held in escrow (the "ESCROW") by the Escrowholder pursuant to the terms of this Section 3. 3.2 DUTIES UPON EXERCISE OF OPTION. If, on or prior to the Termination Date, the Escrowholder is given an Option Exercise Notice, the Escrowholder shall on the Closing Date (i) date the Stock Power necessary for the transfer in question, (ii) fill in the number of Option Shares purchased by the Optionors to the Option Holder and (iii) deliver to the Option Holder the Stock Power, together with a certificate or certificates representing the number of Option Shares and Auxiliary Securities, if any, purchased against delivery to the Optionors of the aggregate Exercise Price for such 6 Option Shares so transferred; PROVIDED, however, that the Escrowholder's duties hereunder are subject to the cooperation of the Optionors, and the Company's transfer agent or counsel with respect to furnishing to the Escrowholder all necessary stock certificates, legal opinions, if necessary, and other related instruments as appropriate. 3.3 TERM OF ESCROW. The Escrow shall continue until the earlier of (i) fifteen (15) days following the Termination Date, provided that if the Option has been duly exercised prior to the Termination Dates, the Escrow shall continue until the transfer of the Option Shares so exercised has been completed on the Closing Date and (ii) such date as the Option Holder and the Optionors have certified to the Escrowholder that the Option has expired or has been exercised in full. 3.4 ATTORNEY-IN-FACT; ADDITIONAL STOCK ASSIGNMENTS. The Optionors hereby constitute and appoint the Escrowholder as the Optionors' attorney-in-fact and agent for the term of this Escrow to execute, with respect to such securities or other property as are deposited with the Escrowholder hereunder, all documents necessary or appropriate to make such securities or other property negotiable and complete any transaction herein contemplated. The Optionors shall deliver to the Escrowholder from time to time such number of Stock Powers or other documents duly executed by the Optionors as may be reasonably requested by the Escrowholder. 3.5 RETURN OF PROPERTY. If, at the time of termination of the Escrow pursuant to Section 3.3, the Escrowholder has in his or her possession any documents, securities, or other property belonging to the Optionors, including, without limitation, the Option Shares, Auxiliary Securities and the Stock Power specified in Section 3.1, then 7 the Escrowholder shall deliver all of same to the Optionors and shall be discharged of all further obligations hereunder. 3.6 ESCROW SOLE SOURCE OF OPTION SHARES. The parties agree that the Stock Certificates, together with any other property deposited into Escrow pursuant to Section 2.2, shall constitute the sole source of recourse for satisfaction of the Option Holder's rights upon exercise of the Option. 3.7 Duties; Modification of Duties. (a) The Escrowholder shall carry out the Escrowholder's duties hereunder to the best of his or her ability and the Escrowholder and/or the Company shall be liable only for gross negligence or willful misconduct. The Escrowholder's duties hereunder may be altered, amended, modified or revoked only by a written instrument signed by the Option Holder, the Optionors and the Escrowholder. (b) The Escrowholder and/or the Company shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrowholder to be genuine and to have been signed or presented by the proper party or parties. The Escrowholder shall not be personally liable and the Company shall not be liable for any act the Escrowholder may do or omit to do hereunder as Escrowholder or as attorney-in-fact for the Optionors while acting in good faith and in the exercise of the Escrowholder's own good judgment, and any act done or omitted by the Escrowholder pursuant to the advice of the Escrowholder's or the Company's own attorneys shall be conclusive evidence of such good faith. 8 (c) The Escrowholder is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrowholder obeys or complies with any such order, judgment or decree of any court, the Escrowholder and/or the Company shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding that any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (d) So long as the Escrowholder performs his or her duties in accordance with this Section 3.7, the Optionors and the Option Holder shall indemnify and hold harmless the Escrowholder and/or the Company from and against any losses, claims, written threats thereof, damages, expenses (including reasonable attorneys' fees) incurred by the Escrowholder and/or the Company in any action by and among the Escrowholder, the Company, the Optionors and the Option Holder (or any combination thereof) or between the Escrowholder and/or the Company and a third party, in each case resulting from or arising out of the performance of his or her duties as Escrowholder pursuant to this Agreement. 3.8 AUTHORIZATION TO INVEST. Any cash distributions received by the Escrowholder pursuant to this Agreement and designated as Auxiliary Securities and which are to be retained in escrow by Escrowholder for more than fifteen (15) days shall be invested in an interest bearing savings account specified by the Option Holder and the interest thereon shall constitute a part of such Auxiliary Securities, as applicable. 9 3.9 STATUTE OF LIMITATIONS. The Escrowholder and/or the Company shall not be liable for the lapse of any rights because of any statute of limitations applicable with respect to this Agreement or any documents deposited with the Escrowholder. 3.10 LEGAL COUNSEL. The Escrowholder and/or the Company shall be entitled to employ such legal counsel and other experts as Escrowholder may reasonably deem necessary to properly advise the Escrowholder in connection with the Escrowholder's obligations and may pay such counsel reasonable compensation therefor, for which the Escrowholder shall be reimbursed by the Option Holder. 3.11 TERMINATION OF DUTIES; SUCCESSOR. The Escrowholder's responsibilities as the Escrowholder hereunder shall terminate if (i) the Escrowholder shall resign by 30 days written notice to the Optionors and the Option Holder, (ii) the Optionors and the Option Holder jointly agree to terminate the Escrowholder and appoint the Escrowholder's successor or (iii) the Escrowholder dies. In the event of any Escrowholder's termination as Escrowholder, by resignation, death or by otherwise becoming unable to perform his duties, the successor shall be the successor Secretary of the Company. Upon the Escrowholder's receipt of notice of any such appointment of the Escrowholder's successor, all documents, shares and other property then in the Escrowholder's possession pursuant to this Agreement shall be delivered to such successor. 3.12 FURTHER INSTRUMENTS. If the Escrowholder reasonably requires other or further instruments in connection with this Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 10 3.13 CONFLICTING NOTICES; DISPUTES. If the Escrowholder receives a notice from the Option Holder that the Option Holder is exercising any of his rights hereunder, then the Escrowholder shall first complete all action required with respect to such notice before taking action with respect to any subsequently received notice which in any way conflicts with the prior notice. It is understood and agreed that should any dispute arise with respect to the delivery or ownership or right of possession of the Option Shares and/or the Auxiliary Securities with respect thereto, and any other property held by the Escrowholder hereunder, the Escrowholder is authorized and directed to retain in its possession, without liability to anyone, all or any part of such securities and such other property until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree, or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrowholder shall be under no duty whatsoever to institute or defend any such proceedings. 3.14 VOTING OF SHARES. So long as the Option Shares and/or Auxiliary Securities and any other voting securities of the Company shall be held by the Escrowholder, the Optionors shall be entitled to vote the Option Shares and/or the Auxiliary Securities in all matters presented to the stockholders of the Company and shall be entitled to exercise all other rights as a stockholder of the Company with respect to such securities. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONORS. 4.1 OWNERSHIP OF OPTION SHARES; NO CONFLICTS. Each of the Optionors represents and warrants, severally and not jointly, as of the date hereof, and covenants, severally and not jointly, for the period beginning on the date hereof and ending on 11 the Termination Date, that, other than as permitted in Section 6.2, (i) such Optionor has and will have the right to enter into this Agreement, to Transfer to the Option Holder all or any part of such Optionor's Option Shares and Auxiliary Securities free and clear of any lien, claim, encumbrance or restriction of any type or nature whatsoever (other than restrictions on resale that may arise under applicable federal and state securities laws); (ii) such Optionor's Option Shares and Auxiliary Securities are not and will not be subject to any right of first refusal, right of repurchase or any similar right granted to, or retained by, the Company, any stockholder of the Company or any other person; and (iii) there is no provision of any existing agreement, and each of the Optionors will not enter into an agreement, by which such Optionor is or would be bound (or to which such Optionor is or would become subject) that conflicts or would conflict with this Agreement or the performance of such Optionor's obligations under this Agreement, other than any such conflicts that have been waived. 4.2 FURTHER ASSURANCES. Upon the reasonable request of the Escrowholder or the Option Holder, each of the Optionors will prepare, execute and deliver any further instruments and do any further acts that may be necessary to carry out more effectively the purpose of this Agreement. 5. REPRESENTATIONS AND COVENANTS OF THE OPTION HOLDER. 5.1 INVESTMENT REPRESENTATIONS. If the Company's counsel reasonably deems it necessary, the purchase of the Option Shares and the Auxiliary Securities, if any, upon exercise of the Option may be conditioned upon the Option Holder representing to the Company as follows: 12 (a) The Option Shares and the Auxiliary Securities, if any, are being acquired (i) for the Option Holder's own account, not for the account of any other person and (ii) for investment purposes and not with a view to distribution or resale except in compliance with applicable federal and state laws; (b) The Option Holder is capable of evaluating the merits and risks of his investment in the Option Shares and the Auxiliary Securities, if any, and his economic circumstances are such that he is able to bear the risks of such investment for an indefinite period of time, including the risk of a complete loss of such investment; (c) The Option Holder understands and acknowledges that an investment in the Company is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part; (d) The Option Holder understands and acknowledges that he must bear the economic risk of investment for an indefinite period of time because the Option Shares and the Auxiliary Securities, if any, have not been registered under the Securities Act of 1933, as amended (the "ACT"), and the Option Shares and the Auxiliary Securities, if any, cannot be transferred by the Option Holder except pursuant to an effective registration statement under the Act and applicable state securities laws or pursuant to an applicable exemption from the registration requirements of the Act and such laws or pursuant to a written opinion of counsel for the Company that such registration is not required; and (e) Such other representations and warranties as are required in the opinion of the Company's counsel to comply with applicable state and federal securities laws. 13 6. MISCELLANEOUS. 6.1 AMENDMENT. Except as provided in Section 3.7, this Agreement may only be amended by a writing signed by the Optionors and the Option Holder. 6.2 TRANSFER. Other than to an affiliate (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, such affiliate a "PERMITTED TRANSFEREE"), the Optionors may not transfer this Agreement, or any right, title, or interest therein or thereto, or any of the Option Shares or the Auxiliary Securities prior to the earlier of the exercise in full of the Option and the Termination Date. Transfers by the Optionors to Permitted Transferees shall be permitted upon such Permitted Transferee's written consent to the terms and conditions herein to the same extent as if they were parties hereto. Other than in accordance with this Section 6.2, any attempt to Transfer this Agreement, any interest therein, any of the Option Shares, or the Auxiliary Securities and any levy of execution, attachment, or similar process on such securities or property shall be null and void AB INITIO. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the successors and assigns of the Optionors. 6.3 ENTIRE AGREEMENT; CONTROLLING DOCUMENT. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence and understandings between the parties with respect to the subject matter hereof, whether oral or in writing. 6.4 NOTICES. All notices and other communications under this Agreement shall be in writing, shall be effective when received, and shall in any event be deemed to have been received on the date of delivery if delivered personally or by telecopier; on the second business day after the business day of deposit with the U.S. 14 Postal Service for delivery by first class mail, registered or certified, postage prepaid; or on the first business day after the business day of deposit with a courier for overnight delivery, freight prepaid; in each such case, addressed as follows (until any such address is changed by notice duly given): (a) to the Optionors: General Atlantic Partners 41, L.P. GAP Coinvestment Partners, L.P. c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Telecopy: (203) 622-8818 Attention: Stephen P. Reynolds (b) to the Option Holder: c/o EXE Technologies, Inc. 12740 Hillcrest Road Dallas, Texas 75230 Attention: David Alcala (c) to the Escrowholder: EXE Technologies, Inc. 12740 Hillcrest Road Dallas, Texas 75230 Attention: Secretary 6.5 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.6 SEVERABILITY. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible. 15 6.7 HEADINGS. The section headings used in this Agreement are intended principally for convenience and shall not by themselves determine the rights and obligations of the parties to this Agreement. 6.8 DELAY AND WAIVER. No delay on the part of any party in exercising any right under this Agreement shall operate as a waiver of such right. The waiver by any party of any other term or condition of this Agreement shall not be construed as a waiver of a subsequent breach or failure of the same term or condition or a waiver of any other term or condition contained in this Agreement. 6.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION. 16 IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first above written. GENERAL ATLANTIC PARTNERS 41, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ David C. Hodgson --------------------------------------- Name: David C. Hodgson Title: A Managing Member GAP COINVESTMENT PARTNERS, L.P. By: /s/ David C. Hodgson --------------------------------------- Name: David C. Hodgson Title: A General Partner By: /s/ David Alcala --------------------------------------- Name: David Alcala Adam Belsky in his capacity as Secretary of the Company, "Escrowholder," hereby acknowledges receipt of the subject matter of the escrow as described in the foregoing Agreement and hereby accepts as Escrowholder thereunder, subject to the terms and conditions therein. Dated this 15th day of September, 1997 --------------------------------------------- Name: Adam Belsky 17 SCHEDULE 1 ---------- THE OPTIONORS NUMBER OF SHARES STOCK CERTIFICATE - ------------- ---------------- ----------------- GAP LP 57,760 PB3 GAP Coinvestment 10,843 PB4 18 SCHEDULE 2 ---------- THE OPTIONORS PERCENTAGE - ------------- ---------- GAP LP 84.195% GAP Coinvestment 15.805% 19 EXHIBIT A --------- Option Exercise Notice [Date] EXE Technologies, Inc. 12740 Hillcrest Road Dallas, Texas 75230 Attn: Company Secretary 1. EXERCISE OF OPTION. Effective as of the above date, the undersigned hereby exercises its option to purchase ___________ shares of Series B Convertible Preferred Stock, par value $0.01 per share, of EXE Technologies, Inc., a Delaware corporation ("EXE") pursuant to the Option Agreement, dated September __, 1997, among General Atlantic Partners 41, L.P., a Delaware limited partnership and GAP Coinvestment Partners, L.P., a New York limited partnership (collectively, the "OPTIONORS") and David Alcala (the "OPTION HOLDER") (the "AGREEMENT"). The exercise price per share is $____________ for an aggregate purchase price of $__________. 2. DELIVERY OF PAYMENT. The undersigned has wire transferred the above aggregate purchase price to the Optionors and attached is a confirmation of such transfer. 3. DELIVERY OF CERTIFICATES. You are instructed to deliver the Certificates to the undersigned as required by the Agreement. Submitted by: Accepted by: Name: David Alcala Name: --------------------- ------------------------ Title: Title: ESCROWHOLDER ----------------------- ------------------------ 20 EXHIBIT B --------- STOCK POWER FOR VALUE RECEIVED and pursuant to the Option Agreement, dated September __, 1997 (the "OPTION AGREEMENT"), between the undersigned assignor and David Alcala, the undersigned hereby sells, assigns and transfers unto __________________ (________) shares, par value $0.01 per share, of Series B Convertible Preferred Stock of EXE Technologies, Inc., a Delaware corporation, standing in the undersigned's name on the books of said corporation represented by certificate number _____ delivered herewith, and does hereby irrevocably constitute and appoint ___________ as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation. Dated: _______________, 19__ [Optionor]___________________ By:__________________________ (Signature) ___________________________ (Type or Print Name) Its ________________________ This Stock Power was executed in conjunction with the terms of the Option Agreement, and may be utilized only in connection with the terms of such agreement. INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. -----END PRIVACY-ENHANCED MESSAGE-----