Exercise Agreement for Series B Convertible Preferred Stock Purchase Warrant between Viewlocity, Inc. and Battery Investment Partners IV, LLC

Summary

This agreement, dated May 24, 2000, is between Viewlocity, Inc. and Battery Investment Partners IV, LLC. Battery Investment Partners agrees to fully exercise its Series B Convertible Preferred Stock Purchase Warrant immediately before Viewlocity's Initial Public Offering, using the net issue election method based on the IPO price. The agreement confirms the parties' obligations regarding the warrant exercise and is signed by both companies' representatives.

EX-10.28 30 ex-10_28.txt EXHIBIT 10.28 EXHIBIT 10.28 May 24, 2000 Viewlocity, Inc. 3475 Piedmont Road Atlanta, GA 30305 Attn: Gregory Cronin Dear Greg: Reference is made to that certain Series B Convertible Preferred Stock Purchase Warrant numbed B-4, dated as of April 9, 1999, by and between Viewlocity, Inc. ("Viewlocity") and Battery Investment Partners IV, LLC ("Battery Investment Partners"), as amended by the First Amendment to Series B Convertible Preferred Stock Purchase Warrant, dated as of May __, 2000, by and between Viewlocity and Battery Ventures (the "Warrant"). Battery Investment Partners hereby irrevocably covenants and agrees that immediately prior to the closing of an Initial Public Offering by Viewlocity, Battery Investment Partners will exercise the Warrant in full in accordance with the terms of the Warrant. Battery Investment Partners hereby exercises its net issue election pursuant to Section 1(b) of the Warrant with the fair market value for purposes of such election being equal to the price to the public in the Initial Public Offering. All capitalized terms used but not otherwise defined in this letter agreement shall have the meanings assigned to them in the Agreement. Sincerely, Battery Investment Partners IV, LLC By: /s/ Oliver D. Curme _______________________________ Name: Oliver D. Curme ______________________________ Title: Member Manager _____________________________ Accepted and Agreed: Viewlocity, Inc. By: /s/ Stan F. Stoudenmire _________________________ Title: Sr. VP and Secretary ______________________