EXHIBIT 7
to SCHEDULE 13D
SHARE TRANSFER RESTRICTION AGREEMENT
December 21, 2000
Manugistics Group, Inc.
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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:
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"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
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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
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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
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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.
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Very truly yours,
GENERAL ATLANTIC PARTNERS 49, L.P.
By: General Atlantic Partner, LLC, its
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: A Managing Member
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GENERAL ATLANTIC PARTNERS 57, L.P.
By: General Atlantic Partner, LLC, its
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: A Managing Member
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GAP COINVESTMENT PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: A General Partner
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GAP COINVESTMENT PARTNERS III, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: A General Partner
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ACKNOWLEDGED this 21
day of December, 2000.
MANUGISTICS GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President & Chief
Executive Officer
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