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EXHIBIT 2.2
Agreement
This Agreement is made and entered into as of November 2, 2000 by and among
Portal Software, Inc., a Delaware corporation ("Parent"), Helianthus
Vermogensverwaltunggesellschaft mbH, a German limited liability company
("Newco"), Arno Schlosser, an individual in his capacity as Shareholder Agent
("Shareholder Agent"), and U.S. Bank Trust National Association ("Escrow
Agent"). Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Investment Agreement (as defined below).
A. Parent, Newco and the shareholders of solution42 AG, a German stock
corporation (the "Company"), have entered into that certain Investment Agreement
of even date herewith (the "Investment Agreement"), whereby Shareholder Agent is
nominated to represent such shareholders in connection with the purchase by
Parent of all of the issued and outstanding shares of capital stock of the
Company by means of the transactions described in the Investment Agreement.
B. The Investment Agreement provides that Escrow Agent shall have certain
rights, duties and obligations and Escrow Agent desires to accede to the terms
and conditions of Investment Agreement and assume such rights, duties and
obligations by means of this Agreement as if it was a party to the Investment
Agreement.
NOW THEREFORE, the parties agree as follows:
1. Escrow Agent Performance. Escrow Agent hereby accedes to and
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agrees to be bound, by the terms and conditions of the Investment Agreement and
acknowledges its rights and agrees to perform its duties and obligations as
specified in Articles I, VI, VII, VIII, IX and XI of the Investment Agreement as
if it was a party to the Investment Agreement. A copy of the Investment
Agreement is attached hereto as Exhibit A.
2. Governing Law. This Agreement shall in all respects be construed
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in accordance with and governed by the substantive laws of the State of
California.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.
Portal Software, Inc.
By: /s/ John E. Little
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Its: President and Chief Executive Officer
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Helianthus
Vermogensverwaltunggesellschaft
By: /s/ John E. Little
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Its: President and Chief Executive Officer
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Arno Schlosser
an individual in his capacity as
Shareholder Agent
By:____/s/__Arno Schlosser____________
U.S. Bank Trust National Association,
as Escrow Agent
By: ______/s/__Ann Gadsby_____________
Its: _________________________________
