Tender Agreement (2003)Full Document 

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                                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., INC. ("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

      (i)   beneficially owns, and has pledged to Park Avenue Equity Partners,
            L.P., as collateral agent ("Collateral Agent") 800,000 shares of
            Company Common Stock, pursuant to a Pledge Agreement dated as of
            November 15, 2002 (as amended to date, the "Pledge Agreement") (such
            800,000 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"),
            and the parties hereto have, as of the date hereof, entered into a
            side letter with Collateral Agent in the form of Exhibit A hereto
            (the "Side Letter"); and

      (ii)  beneficially owns, and has pledged to Fiserv Securites, Inc.
            ("FSI"), an additional 500,000 shares of Company Common Stock (the
            "FSI Shares" 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 "FSI Securities"), pursuant to a Stock Pledge
            Agreement dated December 12, 2002 (the "FSI Pledge Agreement"). For
            purposes of clarity, the parties confirm that the "Securities" as
            referred to herein do not include the FSI 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
follows:

      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)

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