Common use of Sophisticated Parties Clause in Contracts

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement _____________, 2004 Xxxxxx Xxxxxx Partners LLC Xxxxx Xxxxxxx & Co. Xxxxxxx Xxxxx & Associates, Inc. As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward Incorporated, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS") an aggregate of 8,330,000 shares of the Common Stock, par value $0.01 per share, of the Company (the "FIRM SHARES"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,249,500 shares of its common stock par value $0.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of Common Stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS"), Xxxxx Xxxxxxx & Co. and Xxxxxxx Xxxxx & Associates, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-113594), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement _____________, 2004 Xxxxxx Xxxxxx Partners LLC Xxxxx Xxxxxxx & Co. Xxxxxxx Xxxxx & Associates, Inc. As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward Incorporated, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS") an aggregate of 8,330,000 shares of the Common Stock, par value $0.01 per share, of the Company (the "FIRM SHARES"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,249,500 shares of its common stock par value $0.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of Common Stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS"), Xxxxx Xxxxxxx & Co. and Xxxxxxx Xxxxx & Associates, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-113594), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement ___________March __, 2004 Xxxxxx Xxxxxx Partners 2000 Thomxx Xxxsxx Xxxtners LLC Xxxxx Xxxxxxx First Union Securities Inc. Friedman, Billings, Ramsxx & Co. Xxxxxxx Xo., Inc. Robexx X. Xxxxx & AssociatesXo. Incorporated Legg Xxxox Xxxx Xxxkxx, Inc. Xxcorporated As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners Weisxx Xxxtners LLC Xxx One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward IncorporatedCysive, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "Selling Stockholders") named in Schedule B hereto propose to sell to the several Underwriters, an aggregate of 8,330,000 3,000,000 shares of the Common StockCOMMON STOCK, par value $0.01 .01 per share, of the Company (the "FIRM SHARES"), of which 1,500,000 shares are to be issued and sold by the Company and 1,500,000 shares are to be sold by the Selling Stockholders. The Company Selling Stockholders also proposes propose to issue and sell to the several Underwriters not more than an additional 1,249,500 450,000 shares of its common stock COMMON STOCK, par value $0.01 .01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of Common StockCOMMON STOCK, par value $0.01 .01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". Xxxxxx Xxxxxx Partners LLC (The Company and the Selling Stockholders are hereinafter sometimes referred to as the "XXXXXX XXXXXX PARTNERSSELLERS"). Thomxx Xxxsxx Xxxtners LLC, First Union Securities Inc., Friedman, Billings, Ramsxx & Xo., Inc., Robexx X. Xxxxx Xxxxxxx & Co. Xxxorporated and Xxxxxxx Xxxxx & AssociatesLegg Xxxox Xxxx Xxxkxx, Inc. Xxcorporated have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-11359430822), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."term

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE 19 Schedule A - ---------- List of Underwriters EXHIBIT Exhibits -------- Exhibit A - Form of Legal Opinion of Company Counsel EXHIBIT Exhibit B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Lockup Agreement ___________________, 2004 1999 Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation Xxxxxx Xxxxxx Partners LLC XX Xxxxx Xxxxxxx & Co. Xxxxxxx Xxxxx & Associates, Securities Corporation DLJdirect Inc. As Representatives representatives of the several Underwriters c/o Thomas x Xxxxxxxxx, Xxxxxx & Xxxxxxxx Xxxxxx Xxxxxx Partners LLC Xxx Securities Corporation One Xxxxxxxxxx XxxxxxStreet, Suite 3700 San Francisco000 Xxxx Xxxxxx Xxx Xxxxxxxxx, California 94104 Xxxxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Introduction. Phase Forward IncorporatedRainmaker Systems, Inc., a Delaware corporation (the ------------ "COMPANYCompany"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERSUnderwriters") an aggregate of 8,330,000 5,000,000 shares of the Common Stock---------- common stock, par value $0.01 0.001 per share, of the Company (the "FIRM SHARESFirm Shares"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,249,500 750,000 shares of its common stock stock, par value $0.01 0.001 per share (the "ADDITIONAL SHARESAdditional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARESShares". The shares of Common Stockcommon stock, par value $0.01 0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCKCommon Stock". Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS"), and XX Xxxxx Xxxxxxx & Co. and Xxxxxxx Xxxxx & Associates, Inc. Securities Corporation have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVESRepresentatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONCommission") a registration statement on Form S-1 (file no. 333-11359486445), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), is hereinafter referred to as the "REGISTRATION STATEMENTRegistration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUSProspectus". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE Rule 462 REGISTRATION STATEMENTRegistration Statement"), then any reference herein to the term "REGISTRATION STATEMENTRegistration Statement" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE 23 Exhibits A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement ___________5 September __, 2004 Xxxxxx Xxxxxx Partners 1999 Thomxx Xxxsxx Xxxtners LLC Xxxxx Xxxxxxx & Co. Xxxxxxx Willxxx Xxxxx & AssociatesXompany, Inc. L.L.C. As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners Weisxx Xxxtners LLC Xxx One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward IncorporatedVitaxxxXxxxxx.xxx, Xxc., a Delaware corporation (the "COMPANYCompany"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERSUnderwriters") an aggregate of 8,330,000 ____________ shares of the Class A Common Stock, par value $0.01 .01 per share, of the Company (the "FIRM SHARESFirm Shares"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,249,500 ____________ shares of its common stock Class A Common Stock, par value $0.01 .01 per share (the "ADDITIONAL SHARESAdditional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARESShares". The shares of Class A Common Stock, par value $0.01 .01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCKClass A Common Stock". Xxxxxx Xxxxxx Partners Thomxx Xxxsxx Xxxtners LLC ("XXXXXX XXXXXX PARTNERS"), Xxxxx Xxxxxxx & Co. and Xxxxxxx Willxxx Xxxxx & AssociatesXompany, Inc. L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVESRepresentatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONCommission") a registration statement on Form S-1 (file no. 333-113594333-_____), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), is hereinafter referred to as the "REGISTRATION STATEMENTRegistration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUSProspectus". If the Company has filed a registration statement to register additional shares of Class A Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE Rule 462 REGISTRATION STATEMENTRegistration Statement"), then any reference herein to the term "REGISTRATION STATEMENTRegistration Statement" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any 6 amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXXEDGAX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement 22 _____________, 2004 Xxxxxx Xxxxxx Partners 1999 Thomxx Xxxsxx Xxxtners LLC Xxxxx Xxxxxxx First Union Capital Markets Corp. Friedman, Billings, Ramsxx & Co. Xxxxxxx Xxxxx & AssociatesXo., Inc. As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners Weisxx Xxxtners LLC Xxx One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward IncorporatedCysive, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and Eric X. Xxxxxxx (xxe "Selling Stockholder") proposes to sell to the several Underwriters, an aggregate of 8,330,000 ____________ shares of the Common StockCOMMON STOCK, par value $0.01 .01 per share, of the Company (the "FIRM SHARES"), of which __________ shares are to be issued and sold by the Company and ________ shares are to be sold by the Selling Stockholder. The Company and the Selling Stockholder also proposes propose to issue and sell to the several Underwriters not more than an additional 1,249,500 ____________ shares of its common stock COMMON STOCK, par value $0.01 .01 per share (the "ADDITIONAL SHARES"), of which ______ shares are to be issued and sold by the Company and _______ shares are to be sold by the Selling Stockholder, if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of Common StockCOMMON STOCK, par value $0.01 .01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". Xxxxxx Xxxxxx Partners LLC (The Company and the Selling Stockholder are hereinafter sometimes referred to as the "XXXXXX XXXXXX PARTNERSSELLERS"). Thomxx Xxxsxx Xxxtners LLC, Xxxxx Xxxxxxx First Union Capital Markets Corp. and Friedman, Billings, Ramsxx & Co. and Xxxxxxx Xxxxx & AssociatesXo., Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-11359485651), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."All

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE A - List of Underwriters EXHIBIT TABLE OF CONTENTS (CONTINUED) PAGE EXHIBITS Exhibit A - Form of Legal Opinion of Company Counsel EXHIBIT Exhibit B - Form of Legal Opinion Lockup Agreement An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Intellectual Property Counsel EXHIBIT C - Form Contents/Authorities. Deleting this break will cause Table of Lock-Up Agreement Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. ___________________, 2004 Xxxxxx Xxxxxx Partners 1999 Thomxx Xxxsxx Xxxtners LLC Xxxxx Dain Xxxxxxxx Xxxxxxx & Co. Xxxxxxx Xxxxx & Associates, Inc. XX Cxxxx Xxxurities Corporation As Representatives representatives of the several Underwriters c/o Thomas Xxxxxx Partners Weisxx Xxxtners LLC Xxx One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward IncorporatedVersata, Inc., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS") an aggregate of 8,330,000 ____________ shares of the Common Stockcommon stock, par value $0.01 0.001 per share, of the Company (the "FIRM SHARES"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,249,500 ____________ shares of its common stock stock, $0.001 par value $0.01 per share (the "ADDITIONAL SHARES"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARES". The shares of Common Stockcommon stock, $0.001 par value $0.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCK". Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS")Thomxx Xxxsxx Xxxtners LLC, Xxxxx Dain Xxxxxxxx Xxxxxxx & Co. and Xxxxxxx Xxxxx & Associates, Inc. xxx SG Cxxxx Xxxurities Corporation have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVES") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSION") a registration statement on Form S-1 (file no. 333-113594333-_____), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUS". If the Company has filed a registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXXEDGAX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."

Sophisticated Parties. 20 21. Information Furnished by the Underwriters............................................. 20 SCHEDULE 22 Exhibits A - List of Underwriters EXHIBIT A - Form of Legal Opinion of Company Counsel EXHIBIT B - Form of Legal Opinion of Intellectual Property Counsel EXHIBIT C - Form of Lock-Up Agreement 5 ____________________, 2004 Xxxxxx Xxxxxx Partners 1999 Thomxx Xxxsxx Xxxtners LLC Xxxxx Xxxxxxx & Co. Xxxxxxx Willxxx Xxxxx & AssociatesXompany, Inc. L.L.C. PaineWebber Incorporated As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners Weisxx Xxxtners LLC Xxx One Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Phase Forward IncorporatedVitaxxxXxxxxx.xxx, Xxc., a Delaware corporation (the "COMPANYCompany"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERSUnderwriters") an aggregate of 8,330,000 4,545,455 shares of the Class A Common Stock, par value $0.01 .01 per share, of the Company (the "FIRM SHARESFirm Shares"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 1,249,500 618,818 shares of its common stock Class A Common Stock, par value $0.01 .01 per share (the "ADDITIONAL SHARESAdditional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "SHARESShares". The shares of Class A Common Stock, par value $0.01 .01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "COMMON STOCKClass A Common Stock". Xxxxxx Xxxxxx Partners LLC ("XXXXXX XXXXXX PARTNERS")Thomxx Xxxsxx Xxxtners LLC, Xxxxx Xxxxxxx & Co. and Xxxxxxx Willxxx Xxxxx & AssociatesXompany, Inc. L.L.C. and PaineWebber Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the "REPRESENTATIVESRepresentatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "COMMISSIONCommission") a registration statement on Form S-1 (file no. 333-11359483849), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), is hereinafter referred to as the "REGISTRATION STATEMENTRegistration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "PROSPECTUSProspectus". If the Company has filed a registration statement to register additional shares of Class A Common Stock pursuant to Rule 462(b) under the Securities Act (the "RULE Rule 462 REGISTRATION STATEMENTRegistration Statement"), then any reference herein to the term "REGISTRATION STATEMENTRegistration Statement" shall be deemed to include such Rule 462 Registration Statement. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its engagement of Xxxxx Xxxxxxx & Co. and Xxxxx Xxxxxxx & Co. hereby confirms its agreement with the Company to render services as a "qualified independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") with respect to the offering of the Shares. Xxxxx Xxxxxxx & Co., solely in its capacity as the "qualified independent underwriter" with respect to the offering of the Shares, and not otherwise, is referred to herein as the "QIU."include