AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 25th, 2006 • Manugistics Group Inc • Services-prepackaged software
THIS AMENDMENT (the “Amendment”), dated as of April 24, 2006, to the Rights Agreement (the “Rights Agreement”), dated as of October 28, 2004, between Manugistics Group, Inc. a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association, as Rights Agent (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
VOTING AGREEMENTVoting Agreement • April 25th, 2006 • Manugistics Group Inc • Services-prepackaged software • Delaware
VOTING AGREEMENT, dated as of April 24, 2006 (this “Agreement”), among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Manugistics Group, Inc., a Delaware corporation (the “Company”) and JDA Software Group, Inc., a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
