Tender Agreement (2003)Full Document 

Start of Preview
                                TENDER AGREEMENT

      THIS TENDER AGREEMENT (this "Agreement") dated January 20, 2003, is
entered into between, FORRESTER RESEARCH, INC., a Delaware corporation
("Parent"), WHITCOMB ACQUISITION CORP., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and W.R. HAMBRECHT + CO., LLC ("Shareholder"),
with respect to the shares of common stock, par value $0.001 per share (the
"Company Common Stock"), of Giga Information Group, Inc., a Delaware corporation
(the "Company"), owned by Shareholder.

                              W I T N E S S E T H:

      WHEREAS, Parent, Sub and the Company have entered into an Agreement and
Plan of Merger dated as of the date hereof, a copy of which has been provided to
Shareholder (the "Merger Agreement") pursuant to which Sub has agreed to make a
cash tender offer described therein and thereafter merge with and into the
Company (the "Merger") with the result that the Company becomes a wholly owned
subsidiary of Parent;

      WHEREAS, as of the date hereof, Shareholder beneficially owns and has the
power to vote and dispose of 300,000 shares of Company Common Stock (such shares
of Company Common Stock, together with any securities issued or exchanged with
respect to such shares of Company Common Stock, and upon any recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up or combination of the securities of the
Company or any other change in the Company's capital structure, are collectively
referred to herein collectively as the "Securities");

      WHEREAS, Parent and Sub desire to enter into this Agreement in connection
with their efforts to consummate the acquisition of the Company, and in
consideration of Parent's and Sub's agreements herein and in the Merger
Agreement, Shareholder has agreed to cooperate with Parent and Sub with respect
to the acquisition of the Company by Parent and Sub upon the terms and subject
to the conditions in the Merger Agreement; and

      WHEREAS, capitalized terms used in this Agreement and not defined have the
meaning given to such terms in the Merger Agreement.

      NOW, THEREFORE, in contemplation of the foregoing and in consideration of
the mutual agreements, covenants, representations and warranties contained
herein and intending to be legally bound hereby, the parties hereto agree as

      1. Certain Covenants.

            1.1 Lock-Up. Subject to Section 1.4, Shareholder hereby covenants
and agrees that during the term of this Agreement, Shareholder will not (a)
directly or indirectly, sell, transfer, assign, pledge, hypothecate, tender,
encumber or otherwise dispose of or limit its right to vote in any manner any of
the Securities, or agree to do any of the foregoing, or (b) take any action
which would have the effect of preventing or disabling Shareholder from
performing its obligations under this Agreement. Notwithstanding the foregoing,
in connection with any

transfer not involving or relating to any Company Takeover Proposal, Shareholder
may transfer any or all of the Securities to any subsidiary, partner,
stockholder or member of Shareholder (collectively, "Constituents") and, each
Constituent may in turn transfer any or all of the Securities it may receive to
any of its Constituents; provided, however, that in any such case, prior to and
as a condition to the effectiveness of such transfer, (x) each person or entity
to which any of such Securities or any interest in any of such Securities is or
may be transferred (a) shall have executed and delivered to Parent and Sub a
counterpart to this Agreement pursuant to which such person or entity shall be
bound by all of the terms and provisions of this Agreement, and (b) shall have
agreed in writing with Parent and Sub to hold such Securities or interest in
such Securities subject to all of the terms and provisions of this Agreement,
and (y) this Agreement shall be the legal, valid and binding agreement of such
person, enforceable against such person in accordance with its terms, subject to
the qualification, however, that enforcement of the rights and remedies created
by this Agreement is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application related to or
affecting creditors' rights and to general equity principles.

            1.2 No Solicitation. During the term of this Agreement, neither the
Shareholder nor any director, officer, agent, representative, employee,
affiliate or associate (collectively, "Representatives") of Shareholder shall,
directly or indirectly, (a) solicit, initiate or encourage the submission of any
Company Takeover Proposal (as defined in the Merger Agreement) or any other
sale, transfer, pledge or other disposition or conversion of any of the
Securities or (b) participate in or encourage any discussion or negotiations
regarding, or furnish to any person any non-public information with respect to,
enter into any agreement with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Company Takeover Proposal or any other sale,
transfer, pledge or other disposition or conversion of any of the Securities, in
any case, from, to or with any person other than Parent or Sub. Shareholder will
immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any such other parties conducted heretofore
with respect to any of the foregoing. Shareholder will notify Parent immediately
if any party contacts the Shareholder following the date hereof (other than
Parent and Sub) concerning any Company Takeover Proposal or any other sale,
transfer, pledge or other disposition or conversion of any of the Securities.

            1.3 Voting Agreement.

                  (a) The Shareholder has revoked or terminated any proxies,
      voting agreements or similar arrangements previously given or entered into
      with respect to the Securities and hereby agrees to vote the Securities,
      at any annual, special or other meeting or action of the shareholders of
      the Company, as applicable, or at any adjournment thereof or pursuant to
      any consent of the shareholders of the Company, in lieu of a meeting or
      otherwise, whether before or after the closing of the Offer (as defined in
      the Merger Agreement), in the following manner: (i) for the adoption and
      approval of the Merger Agreement and the Merger and (ii) against any
      extraordinary corporate transaction (other than the Merger), such as a
      merger, consolidation, business combination, tender or exchange offer,
      reorganization, recapitalization, liquidation, sale or transfer of a
      material amount of the assets or securities of the Company or any of its

End of Preview