Exhibit 99.4
WAIVER OF APPRAISAL RIGHTS
BY STOCKHOLDERS OF
EGGROCK PARTNERS, INC.
WHEREAS, the undersigned is a holder of non-voting common stock
("Stockholder") of Eggrock Partners, Inc., a Delaware corporation ("Eggrock"),
par value $.01 per share.
WHEREAS, Xxxxxxx has entered into the Agreement and Plan of Merger by
and among Breakaway Solutions, Inc., Xxxxxxxx Acquisition Corp. ("Benedict") and
Eggrock Partners, Inc. ("Breakaway"), dated as of January 26, 2000 (the "Merger
Agreement") pursuant to which Xxxxxxxx will merge with and into Eggrock (the
"Merger").
WHEREAS, Section 262 of the Delaware General Corporation Law ("DGCL")
grants appraisal rights to Stockholders of Eggrock and provides that
Stockholders may demand in writing that Eggrock pay them the fair value for
their shares.
WHEREAS, in order to induce Breakaway and Xxxxxxxx to consummate the
Xxxxxx, the undersigned Stockholder desires to waive his or her appraisal rights
pursuant to Section 262 of DGCL as of the date set forth below.
NOW, THEREBY, the undersigned Stockholder hereby waives his or her
rights to demand an appraisal of his or her shares of capital stock pursuant to
Section 262 of DGCL in connection with the Merger and agrees not to demand that
Eggrock pay fair value for such shares. The undersigned stockholder acknowledges
receipt of the consent solicitation statement/prospectus dated as of
_________________ relating to the Merger, which constitutes notice that
appraisal rights are available for his or her shares of capital stock and
includes a copy of Section 262 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned has duly executed this Waiver as of
the date set forth below.
_____________________________ _________________________________
Date: Name:
Shares of Eggrock Non-Voting Common Stock held by the Undersigned: _____________
