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EXHIBIT 2.2
FORM OF COMPANY VOTING AGREEMENT
VOTING
AGREEMENT, dated as of December 3, 2004 (this "AGREEMENT"),
between
Selectica, Inc., a Delaware corporation
("PARENT"), and ________________
("STOCKHOLDER"), a stockholder of I-Many,
Inc., a Delaware corporation (the
"COMPANY").
W I T N E S S E T H :
WHEREAS,
Parent, Indigo Merger Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("MERGER
SUB"), and the Company have entered
into, simultaneously herewith, an Agreement
and Plan of Merger (the "MERGER
AGREEMENT") pursuant to which the Merger
Sub will merge with and into the
Company (the "MERGER");
WHEREAS,
as of the date hereof, Stockholder owns of record or has the
power to vote, or direct the vote of, the
number of shares of common stock, par
value $0.0001 per share, of the Company
(the "COMPANY COMMON STOCK"), as set
forth on the signature page hereto (all
such Company Common Stock and any shares
of Company Common Stock of which ownership
of record or the power to vote is
hereafter acquired by Stockholder prior to
the termination of this Agreement
being referred to herein as the "SHARES")
(capitalized terms not otherwise
defined in this Agreement shall have the
same meaning as in the Merger
Agreement); and
WHEREAS,
as a condition of and inducement to Parent's execution of the
Merger Agreement, Stockholder has agreed to
enter into this Agreement;
NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and
agreements set forth in this
Agreement and in the Merger Agreement, the
parties hereto agree as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES
SECTION
1.01 TRANSFER OF SHARES. Except as otherwise consented to in
writing by Parent (which shall not be
unreasonably withheld), Stockholder shall
not, directly or indirectly, (a) sell,
pledge, encumber, transfer or otherwise
dispose of any or all of the Shares or any
interest in such Shares, except
pursuant to the Merger Agreement and except
pursuant to the terms of a trading
plan adopted pursuant to Rule 10b5-1 under
the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), in effect
prior to the date hereof, (b) deposit
any Shares or any interest in such Shares
into a voting trust or enter into a
voting agreement or arrangement with
respect to any Shares or grant any proxy
with respect thereto (other than as
contemplated hereunder), or (c) enter into
any contract, commitment, option or other
arrangement or undertaking (other than
as contemplated by the Merger Agreement)
with respect to the direct or indirect
acquisition or sale, assignment, pledge,
encumbrance, transfer or other
disposition of any Shares (each of the
above, a "TRANSFER"); provided that the
foregoing shall not restrict Transfers
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(i) to a member of Stockholder's immediate
family or (ii) which occur by
operation of law, in either case so long as
such transferee agrees to be bound
by this Agreement.
SECTION
1.02 VOTE IN FAVOR OF MERGER. During the period commencing on
the
date hereof and terminating at the
Effective Time, Stockholder, solely in
Stockholder's capacity as a Stockholder of
the Company and without limiting any
action that the Stockholder might take as
an officer or a director of the
Company or as a member of any committee of
the Board of Directors of the
Company, agrees to vote (or cause to be
voted) all of the Shares at any meeting
of the stockholders of the Company or any
adjournment thereof (i) in favor of
the adoption of the Merger Agreement by the
Company and in favor of the other
transactions contemplated by the Merger
Agreement and (ii) against any merger,
consolidation, sale of assets,
recapitalization or other business combination
involving the Company (other than the
Merger) or any other action or agreement
that would result in a material breach of
any covenant, representation or
warranty or any other obligation or
agreement of the Company under the Merger
Agreement or which would result in any of
the conditions to the Company's
obligations under the Merger Agreement not
being fulfilled.
SECTION
1.03 GRANT OF IRREVOCABLE PROXY. Concurrently with the
execution
of this Agreement, Stockholder agrees to
deliver to Parent a proxy with respect
to the Shares in the form attached hereto
as EXHIBIT A (the "PROXY"), which
shall be irrevocable to the fullest extent
permissible by law.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF STOCKHOLDER
Stockholder hereby represents and warrants to Parent as
follows:
SECTION 2.01
AUTHORIZATION; BINDING AGREEMENT. Stockholder has all legal
right, power, authority and capacity to
execute and deliver this Agreement and
the Proxy and to perform its obligations
contemplated hereby and thereby. This
Agreement and the Proxy have been duly and
validly executed and delivered by or
on behalf of Stockholder and each
constitutes a legal, valid and binding
obligation of Stockholder, enforceable
against Stockholder in accordance with
its terms, subject to (i) the effect of any
applicable bankruptcy, insolvency,
moratorium or similar law affecting
creditors' rights generally and (ii) rules
of law governing specific performance,
injunctive relief and other equitable
remedies.
SECTION
2.02 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement and the grant
of
the Proxy to Parent by Stockholder does
not, and the performance of this
Agreement and the exercise of the Proxy by
Parent will not, (i) conflict with or
violate any Law applicable to Stockholder
or by which Stockholder or any of
Stockholder's properties is bound or (ii)
result in or constitute (with or
without notice or lapse of time or both)
any breach of or default under, or give
to another party any right of termination,
amendment, acceleration or
cancellation of, or result in the creation
of any Lien (other than Permitted
Liens) on any of the property or assets of
Stockholder pursuant
2
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to, any material note, bond, mortgage,
indenture, contract, agreement, lease,
license, permit, franchise or other
instrument or obligation to which
Stockholder is a party or by which
Stockholder or any of Stockholder's
properties is bound. There is no
beneficiary or holder of a voting trust
certificate or other interest of any trust
of which Stockholder is a trustee
whose consent is required for the execution
and delivery of this Agreement or
the consummation by Stockholder of the
transactions contemplated by this
Agreement.
(b) The execution and delivery of this Agreement and the grant
of
the Proxy to Parent by Stockholder does
not, and the performance of this
Agreement and the exercise of the Proxy by
Parent will not, require any consent,
approval, authorization or permit of, or
filing with or notification to, any
third party or any Governmental Entity
except (i) for applicable requirements,
if any, of the Exchange Act and (ii) where
the failure to obtain such consents,
approvals, authorizations or permits, or to
make such filings or notifications,
could not prevent or delay the performance
by Stockholder of Stockholder's
obligations under this Agreement.
Stockholder does not have any understanding in
effect with respect to the voting or
transfer of any Shares.
SECTION
2.03 TITLE TO SHARES. Stockholder is the record owner of, or
has
the power to vote, or direct the vote of,
the Shares, free and clear of all
Liens (other than Permitted Liens), proxies
or voting restrictions except (i) as
set forth on Schedule 2.03 hereof and (ii)
pursuant to this Agreement. The
shares of Company Common Stock, including
options, warrants or other rights to
acquire such stock, set forth on the
signature page hereto are all the
securities of the Company owned, directly
or indirectly, of record by
Stockholder, or as to which Stockholder has
the power to vote, or direct the
vote of, on the date of this Agreement.
ARTICLE III
COVENANTS OF STOCKHOLDER
SECTION
3.01 FURTHER ASSURANCES. From time to time and without
additional
consideration, Stockholder shall execute
and deliver, or cause to be executed
and delivered, such additional proxies and
other instruments as Parent may
reasonably request for voting the Shares in
accordance with Section 1.02 of this
Agreement.
SECTION
3.02 DISCLOSURE. Stockholder hereby agrees to permit the
Company
and Parent to publish and disclose in the
Proxy Statement (including all
documents and schedules filed with the SEC
in connection with the Merger), and
in any press release or other disclosure
document in connection with the Merger
in which the Company or Parent reasonably
determines in its good faith judgment
that such disclosure is required by law,
including the rules and regulations of
the SEC, or appropriate, in connection with
the Merger and any transactions
related thereto, Stockholder's iden
