EXHIBIT 3
Pangea Management LLC
c/o Fulton Management LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
December 7,2004
Xxxxx Xxxxxx
P.A.W. Capital Partners, LP
0 Xxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxx:
This letter will set forth of our mutual understanding with regard to Pangea
Management LLC `s ("Pangea") attempt to acquire all the equity of META Group
Inc. (the "Transaction") through an acquisition vehicle to be later established
by Pangea ("New Company").
Following upon our previous discussions on this matter, you have indicated your
interest in resuming discussions with us on the terms pursuant to which you
and/or your affiliates (collectively herein, "You") might invest in New Company
in connection with the Transaction including without limitation a roll-over by
You of some or all of Your equity in META Group Inc. into equity of New Company.
In recognition of the commitment of time and expense by Xxxxxx that will be
necessary to engage in these discussions with You, and in order to induce Pangea
to commit the time and resources required to continue these discussions, You
have agreed with us, intending to be legally bound, that for 120 days from the
date of this letter, You will negotiate with us in good faith and on an
exclusive basis the terms on which You may agree to invest in the equity of New
Company in connection with the Transaction; provided, however, that nothing
herein shall prohibit You or your proxy or nominee from voting Your shares in
META Group Inc. in favor of or against any Transaction with Pangea or any third
party, or any other matter, that is at any time put to a vote of shareholders of
META Group Inc. This four month period of exclusivity may be extended by our
mutual written agreement. We agree on behalf of ourselves and the New Company,
intending to be bound, that except as required by applicable law or stock
exchange requirement, regulation or legal process, neither we nor any other
party in which we are in discussions on a similar basis, or any of our or their
respective affiliates or representatives, will disclose Your participation in
discussions with us or in any Transaction, or use Your name, or the name of any
of your affiliates or representatives, in any letter, filing with any
governmental administrative or regulatory body, press release or advertisement,
in each case without Your prior written consent. Without limiting the foregoing,
You agree to cooperate with us to file an amendment to the Schedule 13D filed
with the Securities and Exchange Commission by Xxxx Xxxxxxx and others in
respect of the Transaction on November 24,2004 to disclose the contents of this
letter and to file the same as an exhibit thereto, provided, however, that if
you deem it appropriate You may disclaim membership in the our group in the same
manner as was done by Xxxxx Portfolio in Item 5(b) thereof.
You and we agree that except as provided in the preceding paragraph, this letter
does not constitute a binding commitment or agreement of You or us or any of our
respective affiliates in any respect including to fund any amounts or roll over
any equity of META Group Inc. into New Company, to continue with the Transaction
or to vote any shares in META Group Inc. for or against the Transaction, or any
other matter, and that any such commitment or agreement shall not be created
unless written definitive agreements respecting the same are executed and
delivered by You and us.
Please indicate Your acceptance and agreement to the terms of this letter by
countersigning this letter in the place indicated and returning it to us.
PANGEA MANAGEMENT LLC
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Member
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Member
ACCEPTED AND AGREED
P.A.W. Capital Partners, LP
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
