IRREVOCABLE PROXY
Diker Management, LLC ("Diker"), a Delaware limited liability company, has
entered into a certain Stock Purchase Agreement (the "Agreement") with Starboard
Value & Opportunity Fund, LLC, and Parche, LLC, each of which are Delaware
limited liability companies ("Buyers"), dated the date hereof, in connection
with Buyers' purchase of 1,991,078 shares (the "Sale Shares") of common stock of
I-Many, Inc., a Delaware corporation (the "Company"), from accounts under
Diker's management, among other things. As an inducement for Buyers to enter
into the Agreement, each of Diker, Diker Value-Tech Fund, LP, Diker Value-Tech
QP Fund, LP, Xxxxx XX, LLC, Xxxxxxx X. Xxxxx and Xxxx X. Xxxxx (together, the
"Diker Parties") hereby irrevocably (to the fullest extent permitted by law)
appoints and constitutes Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx, and each of
them, the proxy of each of the Diker Parties with respect to all shares of the
Company's common stock beneficially owned, now or hereafter acquired, by any of
the Diker Parties, including the Sale Shares (as defined in the Agreement) sold
pursuant to the Agreement if the record date for stockholders of the Company is
on or prior to the date that the Sale Shares are held of record in a DTC account
designated in writing by Buyers (the "Company Shares") with full power of
substitution and resubstitution, to extent set forth herein. As of the date
hereof, all prior proxies given by either of the Diker Parties with respect to
any of the Company Shares are hereby revoked, and no subsequent proxies will be
given with respect to any of the Company Shares by the Diker Parties prior to
the Expiration Date (as defined below).
From the date hereof until the Expiration Date, the proxy named above will
be empowered, and may exercise this proxy, to vote the Company Shares, at any
time and from time to time, in its sole and absolute discretion and without
notice to any of the Diker Parties, at any meeting of the stockholders of the
Company, however called, or in any written action by consent of stockholders of
the Company, with respect to all matters brought before a vote of the
stockholders relating to the election or removal of directors. This proxy
relates to all of the Company Shares. This proxy and the rights granted
hereunder shall expire on the Expiration Date.
This proxy shall be binding upon the heirs, successors and assigns of each
of the Diker Parties.
Any term or provision of this proxy which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this proxy or affecting the validity or
enforceability of any of the terms or provisions of this proxy in any other
jurisdiction. If any provision of this proxy is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as is enforceable. Each
of the Diker Parties hereby affirms that this proxy is given for the purpose of
and should be construed so as to effectuate the purposes set forth above, and
that this proxy is coupled with an interest and is irrevocable during the term
hereof.
This proxy shall terminate upon the earlier to occur of (i) immediately
following the Company's next annual or special meeting of stockholders, or
action by written consent of stockholders, which includes a vote for the
election of directors; or (ii) the close of business on November 30, 2005 (the
earlier of such events, the "Expiration Date").
Dated: June 9, 2005
DIKER MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Managing Member
DIKER VALUE-TECH FUND, LP
By: Xxxxx XX, LLC, General Partner
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
DIKER VALUE-TECH QP FUND, LP
By: Xxxxx XX, LLC, General Partner
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
XXXXX XX, LLC
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
XXXXXXX X. XXXXX, INDIVIDUALLY
/s/ Xxxxxxx X. Xxxxx
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XXXX X. XXXXX, INDIVIDUALLY
/s/ Xxxx X. Xxxxx
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