EXHIBIT 99.5
TRADEWEAVE, INC.
000 XXXXXX XXXXXX, XXXXX XXXXX
XXX XXXXXXXXX, XX 00000
February 9, 2001
PERSONAL AND CONFIDENTIAL
Dear [Tradeweave, Inc. Option Holder]:
Tradeweave, Inc. ("Tradeweave") has entered into an Agreement and Plan
of Reorganization (the "Merger Agreement") with QRS Corporation. ("QRS"). After
the market closes on February 9, 2001 (the "Closing Date"), Tradeweave will
merge with QRS (the "Merger") and each outstanding share of common stock and
each outstanding share of preferred stock of Tradeweave (other than shares owned
by QRS) will be converted into and represent the right to receive a number of
shares of common stock QRS (the "Common Stock") equal to the Exchange Ratio (as
defined below).
The Exchange Ratio shall be computed by (X) dividing (A) $26.2 million
by (B) the average of the closing sale prices per share of QRS Common Stock for
the 10 trading days ending on the day (the "Reference Date") immediately prior
to the Closing Date (the "Average Market Price") and (Y) dividing such quotient
by the number of shares of common stock and preferred stock of Tradeweave
outstanding, on a fully-diluted and fully-converted basis, on the Reference
Date. The Average Market Price was $11.6875, and therefore the Exchange Ratio is
0.0770.
The Merger Agreement provides that each option to purchase a share of
common stock of Tradeweave will be assumed by QRS and deemed to be an option, on
the same terms and conditions existing before the Merger, to acquire a number of
shares of Common Stock of QRS equal to the Exchange Ratio. The exercise price
per share of each such assumed option will be equal to the aggregate exercise
price of such option immediately prior to the Merger, divided by the aggregate
number of shares of Common Stock of QRS purchasable pursuant to the option after
the Effective Time.
You hold options to purchase the number of shares of Tradeweave common
stock at the exercise price per share shown on EXHIBIT A. These stock options
constitute all of the options to purchase Tradeweave capital stock held by you.
Your Tradeweave stock options assumed by QRS will become options to purchase the
number of shares of QRS Common Stock at the exercise price per share shown on
EXHIBIT A. All of the other terms of your stock option agreement and the related
stock option plan will remain the same.
In exchange for QRS's assumption of your stock options, you agree that,
at the effective time of the Merger, your Tradeweave stock options will
automatically become options to purchase shares of QRS Common Stock on the terms
and conditions set forth above and that all
February 9, 2001
Page 2
of the other terms of your stock option agreement and the related stock option
plan will remain the same. These stock options constitute all of the options to
purchase Tradeweave capital stock held by you. You hereby waive any notice
requirements under your Tradeweave stock options and the related option
agreement with respect to the merger.
If you agree with the terms and conditions set forth in this letter
agreement, please complete and sign below. Please return your executed copy of
this letter agreement to me.
Very truly yours,
Tradeweave, Inc.
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Name : Xxxx Xxxxxxx
Title: Vice President and
General Manager
ACCEPTED AND AGREED TO:
TRADEWEAVE OPTION HOLDER
---------------------------------
Signature
Print Name: _______________________
Tax ID No: _____________________
NO. OF QRS PRICE PER
SOCIAL NO OF TW PRICE PER SHARES SHARE
NAME SECURITY NO. SHARES & SHARE EXCHANGE RATIO= 0.077
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