Exhibit 7
Lockup Agreement
August 30, 2002
To: SynQuest, Inc.
Re: Lockup Agreement
Ladies and Gentlemen:
The undersigned executes and delivers this Lockup Agreement pursuant to
the terms of the Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT"),
dated as of August 30, 2002, entered into between SynQuest, Inc., a corporation
organized under the laws of the State of Georgia (the "COMPANY"), and the
investors listed on the signature pages thereto.
The undersigned irrevocably hereby agrees that, for a period of one
year after the Closing (as defined in the Stock Purchase Agreement), the
undersigned will not, directly or indirectly, offer, sell, contract to sell,
grant any options to purchase, pledge or otherwise dispose of (or enter into any
transaction that results or is designed to result in the present or future
disposition of, whether by actual disposition or effective economic disposition
due to cash settlement or otherwise, by the undersigned, by any affiliate of the
undersigned, by any person in privity of contract with the undersigned or any
affiliate of the undersigned, or by any affiliate of any such person) any shares
of the common stock of the Company, par value $0.01 per share ("SHARES"), or
securities convertible into or exchangeable or exercisable for Shares, except
that the foregoing shall not apply to any transfers to (i) affiliates of the
undersigned or (ii) limited and general partners and other holders of equity
interests of the undersigned who, in the case of (i) and (ii) above, agree to be
bound by this Lockup Agreement. Other than as set forth in the Registration
Rights Agreement dated as of August 30, 2002 between the Company and the parties
listed on the signature pages thereto, prior to the expiration of such one year
period, the undersigned will not announce or disclose any intention to do
anything after the expiration of such period which the undersigned is prohibited
from doing during such period, by the preceding sentence. This letter agreement
shall not prohibit the exercise of options to acquire Shares or the conversion
of securities that are convertible into Shares.
This letter agreement shall be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the
undersigned.
Very truly yours,
WARBURG, ▇▇▇▇▇▇ INVESTORS, L.P.
By: Warburg, ▇▇▇▇▇▇ & Co., General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Senior Managing Director