0000950144-02-009505 Sample Contracts

Lockup Agreement August 30, 2002
Lockup Agreement • September 9th, 2002 • Warburg Pincus Investors Lp

The undersigned executes and delivers this Lockup Agreement pursuant to the terms of the Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT"), dated as of August 30, 2002, entered into between SynQuest, Inc., a corporation organized under the laws of the State of Georgia (the "COMPANY"), and the investors listed on the signature pages thereto.

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Joint Filing Agreement
Joint Filing Agreement • September 9th, 2002 • Warburg Pincus Investors Lp

The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of SynQuest, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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