0000950153-08-001402 Sample Contracts

Voting Agreement
Voting Agreement • August 11th, 2008 • Jda Software Group Inc • Services-computer programming services • Delaware

This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of August ___, 2008, by and among JDA Software Group, Inc., a Delaware corporation (“Parent”), i2 Technologies, Inc., a Delaware corporation (the “Company”) (only with respect to Section 2(b) hereof), and the undersigned stockholder (“Stockholder”) of the Company.

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CONSENT AND AGREEMENT OF THE HOLDERS OF SERIES B CONVERTIBLE PREFERRED STOCK OF JDA SOFTWARE GROUP, INC.
Consent and Agreement of the Holders of Series B Convertible Preferred Stock • August 11th, 2008 • Jda Software Group Inc • Services-computer programming services • Delaware

THIS CONSENT AND AGREEMENT (this “Consent”) is made as of August 10, 2008, by and among (i) JDA SOFTWARE GROUP, INC., a Delaware corporation (the “Company”), and (ii) THOMA CRESSEY FUND VII, L.P. (“T. C. Fund”) and THOMA CRESSEY FRIENDS FUND VII, L.P. (together with T. C. Fund, the “Majority Holders”), with reference to the following facts:

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