Walden Vc Ii L P Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • May 29th, 2002 • Walden Vc Ii L P • Services-business services, nec

WHEREAS, the statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

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JOINT FILING AGREEMENT
Joint Filing Agreement • December 28th, 2004 • Walden Vc Ii L P • Services-prepackaged software

WHEREAS, the statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

JOINT FILING AGREEMENT
Joint Filing Agreement • July 31st, 2002 • Walden Vc Ii L P • Telephone & telegraph apparatus

WHEREAS, the statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

JOINT FILING AGREEMENT
Joint Filing Agreement • March 7th, 2003 • Walden Vc Ii L P • Services-business services, nec

WHEREAS, the statement on the Amendment No. 2 to Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

JOINT FILING AGREEMENT
Joint Filing Agreement • April 21st, 2003 • Walden Vc Ii L P • Services-prepackaged software

WHEREAS, the statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

JOINT FILING AGREEMENT
Joint Filing Agreement • July 12th, 2002 • Walden Vc Ii L P • Services-business services, nec

WHEREAS, the statement on the Amendment No. 1 to Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

JOINT FILING AGREEMENT
Joint Filing Agreement • June 3rd, 2004 • Walden Vc Ii L P • Services-prepackaged software

WHEREAS, the statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

JOINT FILING AGREEMENT
Joint Filing Agreement • April 8th, 2004 • Walden Vc Ii L P • Services-business services, nec

WHEREAS, the statement on the Amendment No. 3 to Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of two or more persons (collectively, the “Reporting Persons”); and

AGREEMENT AND PLAN OF MERGER dated as of March 24, 2004 among Convergys Customer Management Group Inc. Socrates Acquisition Corp. and DigitalThink, Inc.
Agreement and Plan of Merger • April 8th, 2004 • Walden Vc Ii L P • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 24, 2004, by and among CONVERGYS CUSTOMER MANAGEMENT GROUP INC., an Ohio corporation (“Parent”), SOCRATES ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) (Parent and Merger Sub shall collectively be referred to as the “Purchaser Group”), and DIGITALTHINK, INC., a Delaware corporation (the “Company”).

VOTING AGREEMENT
Voting Agreement • April 8th, 2004 • Walden Vc Ii L P • Services-business services, nec • Delaware

This is a VOTING AGREEMENT (the “Agreement”), dated as of March 24, 2004, by and between Convergys Customer Management Group Inc. (“Parent”) and the undersigned stockholders (collectively, the “Stockholders”) of DigitalThink, Inc., a Delaware corporation (the “Company”).

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