0000950144-02-009445 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Georgia

This Voting Agreement (this “Agreement”) dated as of August 30, 2002 among each of the stockholders listed on the signature page hereto (each, a “Stockholder”) and SynQuest, a Georgia corporation (“SynQuest”).

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STOCK PURCHASE AGREEMENT AMONG SYNQUEST, INC. AND THE PARTIES LISTED ON THE SIGNATURE PAGE HERETO UNDER THE CAPTION “PURCHASERS” AUGUST 30, 2002
Stock Purchase Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • New York

THIS STOCK PURCHASE AGREEMENT, dated August 30, 2002, by and among SynQuest, Inc., a Georgia corporation (the “Company”) and the parties (the “Purchasers”) listed on the signature page hereto under the caption “Purchasers.”

VOTING AGREEMENT
Voting Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Georgia

This Voting Agreement (this “Agreement”) dated as of August 30, 2002 among each of the stockholders listed on the signature page hereto (each, a “Stockholder”) and Tilion, Inc. a Delaware corporation (“Tilion”).

SYNQUEST, INC. SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Georgia

This Agreement, dated as of August 30, 2002, is entered into by and among SynQuest, Inc., a Georgia corporation (the “Company”), the persons and entities listed on Exhibit A hereto (individually, an “Investor” and collectively, the “Investors”). The Investors are sometimes referred to in this Agreement individually as a “Shareholder” and, collectively, as the “Shareholders.”

AGREEMENT AND PLAN OF MERGER DATED AUGUST 30, 2002 AMONG SYNQUEST, INC., TICKET ACQUISITION CORP. AND TILION, INC.
Agreement and Plan of Merger • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 30, 2002, by and among SynQuest, Inc., a Georgia corporation (“Synquest”), Ticket Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Synquest (“Merger Sub”), and Tilion, Inc., a Delaware corporation (“Tilion”).

AGREEMENT AND PLAN OF MERGER DATED AUGUST 30, 2002 BETWEEN SYNQUEST, INC. AND VIEWLOCITY, INC.
Agreement and Plan of Merger • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Georgia

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 30, 2002, by and among SynQuest, Inc., a Georgia corporation (“SynQuest”), and Viewlocity, Inc., a Delaware corporation (“Viewlocity”).

VOTING AGREEMENT
Voting Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Delaware

This Voting Agreement (this “Agreement”) dated as of August 30, 2002 among each of the stockholders listed on the signature page hereto (each, a “Stockholder”) and Synquest, Inc. a Georgia corporation (“Synquest”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2002, is entered into between SynQuest, Inc., a corporation organized under the laws of the State of Georgia (the “Company”), the undersigned investors named under the heading “Common Investors” on the signature pages hereto (together with any of their Transferees (as defined herein), the “Common Investors”) and the undersigned investors named under the heading “Preferred Investors” on the signature pages hereto (together with any of their Transferees, the “Preferred Investors” and together with the Common Investors, the “Investors”). Any other person or entity who later becomes a party to this Agreement by executing a Joinder Agreement in form attached as Exhibit A shall also be referred to herein as an “Investor,” and, if applicable, a “Preferred Investor.”

VOTING AGREEMENT
Voting Agreement • September 5th, 2002 • Synquest Inc • Services-prepackaged software • Georgia

This Voting Agreement (this “Agreement”) dated as of August 30, 2002 among each of the shareholders listed on the signature page hereto (each, a “Shareholder”) and Viewlocity, a Delaware corporation (“Viewlocity”).

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