Warburg Pincus, LLC Jeffrey A. Harris, Managing Director William H. Janeway, Managing Director Dear Sirs:Side Letter • November 12th, 2002 • STG Oms Acquisition Corp • Services-prepackaged software
This side letter, originally signed on September 21, 2002 and extended on October 16, 2002 and October 25, 2002, is hereby amended and restated to read as follows:
Industri-Matematik International Corp. Board of Directors Stadsgården 10 Box 150 44 SE-104 65 Stockholm SWEDEN Att’n: Geoffrey W. Squire, Chairman of the Board To Whom It May Concern:Merger Agreement • November 12th, 2002 • STG Oms Acquisition Corp • Services-prepackaged software
Reference is made to the Merger Agreement (the “Agreement”) to be entered into between Industri-Matematik International Corp. (“IMI”), a Delaware corporation, STG, an exempted company incorporated with limited liability in the Cayman Islands and STG OMS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of STG (“STG OMS”). Capitalized terms used in this letter and not otherwise defined in this letter shall have the meaning ascribed to them in the Agreement. In order to induce IMI to enter into the Agreement we are writing to inform you that Symphony Technology II-A, L.P., a Delaware limited partnership (the “Fund”), hereby agrees that (a) within 5 business days of the execution of the Merger Agreement, a segregated bank account in the name of the Fund containing no less than $11,500,000 (“Merger Closing Funds”) in good federal funds will be opened at Silicon Valley Bank (the “Bank”) and maintained with such amount free and clear of all liens until there is a termin
AGREEMENT AND PLAN OF MERGER dated as of November 3, 2002 among INDUSTRI- MATEMATIK INTERNATIONAL CORP. STG and STG OMS ACQUISITION CORP.Merger Agreement • November 12th, 2002 • STG Oms Acquisition Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER dated as of November 3, 2002, among Industri-Matematik International Corp., a Delaware corporation (the “Company”), STG, an exempted company incorporated with limited liability in the Cayman Islands (“Parent”), and STG OMS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
