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EXHIBIT 10.27
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-3, dated as of April 9, 1999, by and between
Viewlocity, Inc. ("Viewlocity") and Battery Ventures IV, L.P. ("Battery
Ventures"), 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 Ventures hereby irrevocably covenants
and agrees that immediately prior to the closing of an Initial Public Offering
by Viewlocity, Battery Ventures will exercise the Warrant in full in accordance
with the terms of the Warrant. Battery Ventures 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 Ventures IV, L.P.
By: Battery Partners IV, LLC, its
General Partner
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
_______________________________
