RECITALS

          A.     Parent, Targa Acquisition Corp. I, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub I), Targa Acquisition Corp. II, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub II), TogetherSoft Corporation, a Delaware corporation (the Company), Peter Coad, as primary stockholders agent, and Kurt Jaggers, as secondary stockholders agent, have entered into an Agreement and Plan of Merger and Reorganization, dated as of October 29, 2002 (the Merger Agreement), which provides (subject to the conditions set forth therein) for the merger of Merger Sub I with and into the Company, immediately followed by the merger of the Company with and into Merger Sub II (the Mergers).

          B.     In order to induce Parent to consummate the Mergers and the other transactions contemplated by the Merger Agreement, Stockholder is entering into this Agreement.

          C.     Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Merger Agreement.

AGREEMENT

          The parties to this Agreement, intending to be legally bound, agree as follows:

SECTION 1:                    CERTAIN DEFINITIONS.     For purposes of this Agreement:

          1.1   Capitalized terms not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger Agreement.

          1.2   Entity shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

          1.3   Expiration Date shall mean the second anniversary of the Closing Date.

          1.4   Parent Common Stock shall mean the common stock, par value $0.01 per share, of Parent.

          1.5   Person shall mean any (i) individual, (ii) Entity or (iii) governmental authority.

1

          1.6   Subject Securities shall mean 100% of the shares of Parent Common Stock issued to Stockholder on the Closing Date.

          1.7   A Person shall be deemed to have a effected a Transfer of a security if such Person directly or indirectly:  (i) sells, grants an option with respect to, transfers or disposes of such security or any interest in such security or (ii) enters into an agreement or commitment contemplating the possible sale of, grant of an option with respect to, transfer, distribution of or disposition of such security or any interest therein, including without limitation, any hedging position.

SECTION 2:                    TRANSFER  OF  SUBJECT  SECURITIES.     Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected; provided, however,that fifty percent (50%) of the Subject Securities shall be released from the restrictions provided in this Section 2 upon the first anniversary of the Closing Date. Notwithstanding the foregoing, Stockholder may make a Transfer of up to twenty percent (20%) of the Subject Securities (the Charitable Securities) to any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (a Charitable Transfer); provided, however,  that prior to any such Charitable Transfer each transferee shall execute an agreement, satisfactory to Parent, pursuant to which each transferee shall agree that it shall not make a Transfer more than twenty-five percent (25%) of the Charitable Securities within any 30-day period. Notwithstanding the foregoing, Stockholder may make a Transfer of any of the Subject Securities (i) as a bona fide gift, (ii) either during his or her lifetime or on death by will or intestacy to his or her immediate family or to a trust, the beneficiaries of which are exclusively Stockholder and/or a member (or members) of his or her immediate family or (iii) with Parents prior written consent; provided, however,that prior to any such Transfer each transferee shall execute an agreement, satisfactory to Parent, pursuant to which each transferee shall agree to receive and hold such Subject Securities subject to the provisions hereof, and there shall be no further transfer except in accordance with the provisions hereof. For the purposes of this paragraph, immediate family shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor. In addition, notwithstanding the foregoing, (a) if Stockholder is a corporation, the corporation may Transfer the Subject Securities to any wholly owned subsidiary or stockholder of such corporation; (b) if Stockholder is a partnership, the partnership may Transfer the Subject Securities to its partners; and (c) if Stockholder is a limited liability company, the limited liability company may Transfer the Subject Securities to its members; provided, however, that in any such case, it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such shares except in accordance with this Agreement.

SECTION 3:                    MISCELLANEOUS

          3.1   Termination.   This Agreement shall terminate and shall have no further force or effect as of the earlier of (a) the date of valid termination of the Merger Agreement pursuant to Section 8 thereof or (b) the Expiration Date.

2

          3.2   Further Assurances.   Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such other actions, as Parent may reasonably request for the purpose of carrying out or evidencing any of the provisions of this Agreement.

          3.3   Expenses.   All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC