<PAGE>   1
                                                                     EXHIBIT 4.3


                 5 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2006

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 10, 1999

                                     Between

                              i2 TECHNOLOGIES, INC.
                                 as the Company,

                                       and

                              GOLDMAN, SACHS & CO.
                           MORGAN STANLEY DEAN WITTER
                           CREDIT SUISSE FIRST BOSTON,

                                  as Purchasers










<PAGE>   2



                              i2 TECHNOLOGIES, INC.
                      5 1/4% CONVERTIBLE SUBORDINATED NOTES
                              DUE DECEMBER 15, 2006

                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of December 10, 1999

Goldman, Sachs & Co.
As representatives of the several Purchasers
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         i2 Technologies, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set forth
in a Purchase Agreement (as defined herein) its 5 1/4% Convertible Subordinated
Notes due December 15, 2006 (the "Securities"). As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company agrees
with the Purchasers, for the benefit of the Holders (as defined herein) from
time to time of the Registrable Securities (as defined herein), as follows:

         1.       DEFINITIONS. (a) Capitalized terms used herein without
definition shall have their respective meanings set forth in or pursuant to the
Purchase Agreement. As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

         "Act" or "Securities Act" means the United States Securities Act of
1933, as amended.

         "Affiliate" of any specified Person means any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with such specified Person. For purposes of this definition, control of
a Person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Common Stock" means the Company's Common Stock, par value $0.00025 per
share.

         "Commission" means the United States Securities and Exchange
Commission.

         "DTC" means The Depository Trust Company.

         "Effective Failure" has the meaning assigned thereto in Section 7
hereof.





<PAGE>   3



         "Effective Time" means the date on which the Commission declares the
Shelf Registration Statement effective or on which the Shelf Registration
Statement otherwise becomes effective.

         "Effectiveness Period" has the meaning set forth in Section 2(b)(i)
hereof.

         "Electing Holder" has the meaning assigned thereto in Section 3(a)(3)
hereof.

         "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.

         "Expedited Filing" has the meaning assigned thereto in Section 3(a)(1)
hereof.

         "Expedited Filing Questionnaire Deadline" has the meaning assigned
thereto in Section 3(a)(1) hereof.

         "Holder" means any Person that has a beneficial interest in any global
Security that is a Restricted Security or any beneficial interest in a global
security representing shares of Common Stock issuable upon conversion of a
Security.

         "Indenture" means the Indenture dated as of December 10, 1999 between
the Company and Chase Bank of Texas, National Association, as Trustee, as
amended and supplemented from time to time.

         "Liquidated Damages" has the meaning assigned thereto in Section 7
hereof.

         "Managing Underwriters" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering,
if any, as set forth in Section 6 hereof.

         "NASD Rules" means the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

         "Press Release" has the meanings given thereto in the Indenture.

         "Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, any preliminary prospectus, any final
prospectus and any prospectus that discloses information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Act), included in the Shelf Registration Statement, as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Shelf Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such


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<PAGE>   4


prospectus and all documents filed after the date of such prospectus by the
Company under the Exchange Act and incorporated by reference therein.

         "Purchase Agreement" means the purchase agreement dated December 6,
1999 between the Company and the Purchasers.

         "Purchasers" means you, as the Purchasers named in Schedule I to the
Purchase Agreement.

         "Registrable Securities" means all or any portion of the Securities
issued from time to time under the Indenture in registered form and the Common
Stock issuable upon conversion or repurchase of such Securities; provided,
however, that a security ceases to be a Registrable Security when it is no
longer a Restricted Security.

         "Registration Default" has the meaning assigned thereto in Section 7
hereof.

         "Restricted Security" means any Security or share of Common Stock
issuable upon conversion or repurchase thereof except any such Security or such
share of Common Stock which (i) has been effectively registered under the
Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of such Rule 144 (or any successor provision thereto), or (iii)
has otherwise been transferred and a new Security or share of Common Stock not
subject to transfer restrictions under the Securities Act has been delivered by
or on behalf of the Company in accordance with Article Three of the Indenture.

         "Shelf Registration" means a registration effected pursuant to Section
2 hereof.

         "Shelf Registration Statement" means a shelf registration statement of
the Company pursuant to the provisions of Section 2 hereof filed with the
Commission which covers some or all of the Registrable Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "Underwriter" means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  (b)      Wherever there is a reference in this Agreement to a
percentage of the "principal amount" of Registrable Securities or to a
percentage of Registrable Securities, any Common Stock constituting Registrable
Securities shall be treated as representing the principal amount of Securities
which was surrendered for conversion or exchange in order to receive such number
of shares of Common Stock.

         2.       SHELF REGISTRATION.

                  (a)      The Company shall, within 90 calendar days following
the First Time of Delivery (as defined in the Purchase Agreement), file with the
Commission a Shelf Registration



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<PAGE>   5

Statement relating to the offer and sale of the Registrable Securities by the
Holders and, thereafter, shall use all reasonable efforts to cause such Shelf
Registration Statement to be declared effective under the Securities Act within
180 calendar days after the First Time of Delivery (as defined in the Purchase
Agreement); provided, however, that the Company may, upon written notice to all
the Holders, postpone having the Shelf Registration Statement declared effective
for a reasonable period not to exceed 90 days if the Company possesses material
non-public information, the disclosure of which would have a material adverse
effect on the Company and its subsidiaries taken as a whole; provided further
however, that no Holder shall be entitled to have the Registrable Securities
held by it covered by such Shelf Registration unless such Holder is an Electing
Holder.

                  (b)      The Company shall use all reasonable efforts:

                           (i)      To keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable by Electing Holders for a period of two years from the First Time of
Delivery, or such shorter period that will terminate when there are no
Registrable Securities outstanding (in either case, such period being referred
to herein as the "Effectiveness Period");

                           (ii)     After the Effective Time of the Shelf
Registration Statement, promptly upon the request of any Holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such Holder to use the Prospectus forming a part thereof for
offers and resales of Registrable Securities, including, without limitation, any
action reasonably necessary to identify such Holder as a selling securityholder
in the Shelf Registration Statement; provided, however, that nothing in this
subparagraph shall relieve such Holder of the obligation to return a completed
and signed Notice and Questionnaire to the Company in accordance with Sections
3(a)(1) or 3(a)(2) hereof; and

                           (iii)    If at any time, the Securities, pursuant to
Article Eleven of the Indenture, are convertible into securities other than
shares of Common Stock, the Company shall, or shall cause any successor under
the Indenture to, cause such securities to be included in the Shelf Registration
Statement no later than the date on which the Securities may then be convertible
into such securities.

         The Company shall be deemed not to have used all reasonable efforts to
keep the Shelf Registration Statement effective during the Effectiveness Period
if the Company voluntarily takes any action that would result in Electing
Holders not being able to offer and sell any of their Registrable Securities
during such period, unless (i) such action is required by applicable law or
regulation, or (ii) the Company determines based on the advice of counsel that
it is advisable to disclose in the Shelf Registration Statement a financing,
acquisition or other corporate transaction or other material event or
circumstance affecting the Company or its securities, and the Board of Directors
of the Company (or an executive officer of the Company duly authorized for such
purpose) shall have determined in good faith that such disclosure at such time
is not in the best interests of the Company and its stockholders, and, in the
case of clause (i) above, the Company thereafter promptly complies with the
requirements of paragraph 3(h) below.


                                      -4-
<PAGE>   6

         3.       REGISTRATION PROCEDURES. In connection with any Shelf
Registration Statement, the following provisions shall apply:

                  (a)      (1)      If the Company expects to file and obtain
the effectiveness of a Shelf Registration Statement within 30 days of the date
hereof (an "Expedited Filing"), it shall (x) mail, as promptly as reasonably
practicable after the date hereof to the Holders of Registrable Securities, a
Notice and Questionnaire with a response deadline of 30 days from the date of
such Notice (the "Expedited Filing Questionnaire Deadline"), and (y) as promptly
as reasonably practicable after the response deadline but in any event no later
than 10 days thereafter, prepare a Prospectus supplement (and if required file
an amendment or a supplement to the Shelf Registration Statement) or take such
other measures, if any, as are necessary to include in the Shelf Registration
Statement the Registrable Securities of Electing Holders. If the Company does
not intend to make an Expedited Filing, it shall mail the Notice and
Questionnaire to the Holders of Registrable Securities not less than 30 calendar
days prior to the time the Company intends in good faith to have the Shelf
Registration Statement declared effective. Subject to Section 3(a)(2) hereof, no
Holder of Registrable Securities shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement as of the Effective Time (or
in the first Prospectus supplement filed thereafter in the case of an Expedited
Filing), and no Holder of Registrable Securities shall be entitled to use the
Prospectus forming a part thereof for offers and resales of Registrable
Securities at any time, unless such Holder has returned a completed and signed
Notice and Questionnaire to the Company by the deadline for response set forth
therein; provided, however, that Holders of Registrable Securities shall have at
least 28 calendar days from the date on which the Notice and Questionnaire is
first mailed to such Holders to return a completed and signed Notice and
Questionnaire to the Company.

                           (2)      After the Effective Time of the Shelf
Registration Statement (or the Expedited Filing Questionnaire Deadline in the
case of an Expedited Filing), the Company shall, upon the request of any Holder
of Registrable Securities that is not then an Electing Holder, as promptly as
reasonably practicable, send a Notice and Questionnaire to such Holder. The
Company shall not be required to take any action to name such Holder as a
selling securityholder in the Shelf Registration Statement until such Holder has
returned a completed and signed Notice and Questionnaire to the Company.
Following its receipt of such Notice and Questionnaire, the Company will
reasonably promptly include the Registrable Securities covered thereby in the
Shelf Registration Statement (if not previously included).

                           (3)      The term "Electing Holder" shall mean any
Holder of Registrable Securities that has returned a completed and signed Notice
and Questionnaire to the Company in accordance with Section 3(a)(1) or 3(a)(2)
hereof.

                  (b)      The Company shall, as promptly as reasonably
practicable, take such action as may be necessary so that (i) each of the Shelf
Registration Statement and any amendment thereto and any Prospectus forming part
thereof and any amendment or supplement thereto (and each report or other
document incorporated therein by reference in each case) complies in all
material respects with the Securities Act and the Exchange Act and the
respective rules and regulations thereunder, (ii) each of the Shelf Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated



                                      -5-
<PAGE>   7

therein or necessary in order to make the statements therein not misleading, and
(iii) each of the Prospectus forming part of the Shelf Registration Statement,
and any amendment or supplement to such Prospectus, does not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

                  (c)      (i)      The Company shall, as promptly as reasonably
practicable, advise each Electing Holder and shall confirm such advice in
writing if so requested by any such Electing Holder:

                           (1)      when the Shelf Registration Statement and
any amendment thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has become
effective and issue a Press Release indicating the same;

                           (2)      of any request by the Commission for
amendments or supplements to the Shelf Registration Statement or the Prospectus
included therein or for additional information;

                           (3)      of the issuance by the Commission of any
stop order suspending effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose; and

                           (4)      of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
securities included in the Shelf Registration Statement for sale in any
jurisdiction or the initiation of any proceeding for such purpose.

                           (ii)     The Company shall, as promptly as reasonably
practicable, advise DTC and the trustee under the Indenture of the happening of
any event or the existence of any state of facts that requires the making of any
changes in the Shelf Registration Statement or the Prospectus included therein
so that, as of such date, the Shelf Registration Statement and the Prospectus do
not contain an untrue statement of a material fact and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading (which advice shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes
have been made).

                  (d)      The Company shall use all reasonable efforts to
prevent the issuance, and if issued to obtain the withdrawal, of any order
suspending the effectiveness of any Shelf Registration Statement at the earliest
possible time.

                  (e)      The Company shall furnish to each Electing Holder,
without charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if the Electing Holder so requests in writing, all reports, other documents
and exhibits that are filed with or incorporated by reference in the Shelf
Registration Statement. The Company shall use all reasonable efforts to take
into account and, if appropriate, reflect in an amendment to the Shelf
Registration Statement such comments on the Shelf Registration Statement as
initially filed as the Electing Holders and their counsel may reasonably
propose.

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<PAGE>   8

                  (f)      The Company shall, during the Effectiveness Period,
deliver to each Electing Holder, without charge, as many copies of the
Prospectus (including each preliminary Prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such Electing
Holder may reasonably request; and the Company consents (except during the
continuance of any event described in Section 3(c)(ii)) to the use of the
Prospectus or any amendment or supplement thereto by each of the Electing
Holders in connection with the offering and sale of the Registrable Securities
covered by the Prospectus or any amendment or supplement thereto during the
Effectiveness Period. The Company shall use all reasonable efforts to take into
account and, if appropriate, reflect in a Prospectus supplement or amendment
such comments as the Electing Holders and their counsel may reasonably propose.

                  (g)      Prior to any offering of Registrable Securities
pursuant to the Shelf Registration Statement, the Company shall (i) register or
qualify or cooperate with the Electing Holders and their respective counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions
as any such Electing Holders reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers and sales in such jurisdictions for so long as may be
necessary to enable any Electing Holder or underwriter, if any, to complete its
distribution of Registrable Securities pursuant to the Shelf Registration
Statement and (iii) take any and all other actions necessary or advisable to
enable the disposition in such jurisdictions of such Registrable Securities;
provided, however, that in no event shall the Company be obligated to (a)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(g), (b) file any general consent to service of process in any
jurisdiction where it is not as of the date thereof then so subject or (c)
subject itself to taxation in any jurisdiction where it is not as of the date
thereof then so subject.

                  (h)      Upon the occurrence of any event contemplated by
paragraph 3(c)(ii) above, the Company shall as promptly as reasonably
practicable prepare a post-effective amendment or supplement to the Shelf
Registration Statement or the Prospectus, or any document incorporated therein
be reference, or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities included therein, the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, if the Company determines based upon the advice of counsel that it is
advisable to disclose in the Shelf Registration Statement a financing,
acquisition or other corporate transaction or other material event affecting the
Company or its securities, and the Board of Directors of the Company (or an
executive officer of the Company duly authorized for such purpose) shall have
determined in good faith that such disclosure would not be in the best interests
of the Company and its stockholders, the Company shall not be required to
prepare and file such amendment, supplement or document for such period as the
Board of Directors of the Company shall have determined in good faith is in the
best interests of the Company and its stockholders. If the Electing Holders are
notified of the occurrence of any event contemplated by paragraph 3(c)(ii)
above, the Electing Holders shall suspend the use of the Prospectus until the
requisite changes to the Prospectus have been made.



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<PAGE>   9

                  (i)      Not later than the Effective Time of the Shelf
Registration Statement, the Company shall provide a CUSIP number for the
Registrable Securities that are debt securities.

                  (j)      The Company shall use its best efforts to comply with
all applicable rules and regulations of the Commission and shall make generally
available to its security holders as soon as practicable, but in any event not
later than eighteen months after (i) the effective date (as defined in Rule
158(c) under the Securities Act) of the Shelf Registration Statement and (ii)
the effective date of each post-effective amendment to the Shelf Registration
Statement and (iii) the date of each filing by the Company with the Commission
of an Annual Report on Form 10-K or 10-KSB that is incorporated by reference in
the Shelf Registration Statement, an earnings statement of the Company and its
subsidiaries satisfying the provisions of Section 11(a) of the Securities Act.

                  (k)      The Company shall cause the Indenture and the
Securities to be qualified under the Trust Indenture Act in a timely manner; and
in connection with such qualification, the Company shall cooperate with the
Trustee under the Indenture and the Holders (as defined in the Indenture) to
effect such changes to the Indenture as may be required for such Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and the
Company shall execute and use all reasonable efforts to cause the Trustee to
execute, all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such
Indenture to be so qualified in a timely manner.

                  (l)      In the event of an underwritten offering conducted
pursuant to Section 6 hereof, the Company shall, if requested, promptly include
or incorporate in a Prospectus supplement or post-effective amendment to the
Shelf Registration Statement such information as the Managing Underwriters
reasonably agree should be included therein and to which the Company does not
reasonably object and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably practicable after
it is notified of the matters to be included or incorporated in such Prospectus
supplement or post-effective amendment.

                  (m)      Upon request, the Company shall enter into such
customary agreements (including an underwriting agreement in customary form in
the event of an underwritten offering conducted pursuant to Section 6 hereof)
and take all other appropriate actions in order to expedite or facilitate the
registration and disposition of the Registrable Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the same to
contain indemnification and contribution provisions and procedures substantially
identical to those set forth in Section 5 (or such other provisions and
procedures acceptable to the Managing Underwriters, if any) with respect to all
parties to be indemnified pursuant to Section 5 hereof in respect of such
underwritten offering.

                  (n)      The Company shall, upon request:

                           (i)      make reasonably available for inspection by
one representative of the Electing Holders designated in writing by the Holders
of a majority of the Registrable Securities to be registered thereunder, any
underwriter participating in any underwritten offering pursuant to Section 6
hereof, and any attorney, accountant or other agent retained by such
representative or any such



                                      -8-
<PAGE>   10


underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries, as is customary
for similar due diligence examinations;

                           (ii)     cause the Company's officers, directors and
employees to make reasonably available for inspection all relevant information
reasonably requested by such representative or any such underwriter, attorney,
accountant or agent in connection with any such Shelf Registration Statement, in
each case, as is customary for similar due diligence examinations; provided,
however, that any information that is designated in writing by the Company, in
good faith, as confidential at the time of delivery of such information shall be
kept confidential by such representative, any Holders or any such underwriter,
attorney, accountant or agent, unless (x) such disclosure is made in connection
with a court proceeding or required by law, or (y) such information becomes
available to the public generally or through a third party without an
accompanying obligation of confidentiality; and provided, further, that as
promptly as reasonably practicable before disclosure is made pursuant to clause
(x) above, the Company is given prior written notice;

                           (iii)    in connection with any underwritten offering
conducted pursuant to Section 6 hereof, make such representations and warranties
to the Electing Holders and the underwriters, if any, in form, substance and
scope as are customarily made by the Company to underwriters in primary
underwritten offerings and covering matters including, but not limited to, those
set forth in the Purchase Agreement;

                           (iv)     in connection with any underwritten offering
conducted pursuant to Section 6 hereof, obtain opinions of counsel to the
Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing Underwriters, if
any) addressed to each Electing Holder and the underwriters, if any, covering
such matters as are customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such Electing
Holders and underwriters (it being agreed that the matters to be covered by such
opinion or written statement by such counsel delivered in connection with such
opinions shall include in customary form, without limitation, as of the date of
the opinion and as of the effective date of the Shelf Registration Statement or
most recent post-effective amendment thereto, as the case may be, the absence
from such Shelf Registration Statement and the Prospectus included therein, as
then amended or supplemented, including the documents incorporated by reference
therein, of an untrue statement of a material fact or the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading);

                           (v)      in connection with any underwritten offering
conducted pursuant to Section 6 hereof, obtain "cold comfort" letters and
updates thereof from the independent public accountants of the Company (and, if
necessary, any other independent public accountants of any subsidiary of the
Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the Shelf
Registration Statement), addressed to each Electing Holder (if such holder has
provided such letter, representations, or documentation, if any, required for
such "cold comfort" letter to be so addressed) and the underwriters, if any, in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with primary underwritten offerings;


                                      -9-
<PAGE>   11

                           (vi)     in connection with any underwritten offering
conducted pursuant to Section 6 hereof, deliver such documents and certificates
as may be reasonably requested by any such Electing Holders and the Managing
Underwriters, if any, including those to evidence compliance with Section 3(h)
hereof and with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Company.

                  (o)      The Company will use all reasonable efforts to cause
the shares of Common Stock issuable upon conversion of the Securities to be
quoted on the Nasdaq National Market or other trading system or stock exchange
on which the Common Stock primarily trades on or prior to the Effective Time of
any Shelf Registration Statement hereunder.

                  (p)      In the event that any broker-dealer registered under
the Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of the
NASD Rules (or any successor provision thereto)) of the Company or has a
"conflict of interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any
successor provision thereto)) and such broker-dealer shall underwrite,
participate as a member of an underwriting syndicate or selling group or assist
in the distribution of any Registrable Securities covered by the Shelf
Registration Statement, whether as a Holder of such Registrable Securities or as
an underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, assist such broker or dealer in respect thereof, or
otherwise, the Company shall assist such broker-dealer in complying with the
requirements of the NASD Rules, including, without limitation, by (A) engaging a
"qualified independent underwriter" (as defined in Rule 2720(b)(15) of the NASD
Rules (or any successor provision thereto)) to participate in the preparation of
the Shelf Registration Statement relating to such Registrable Securities, to
exercise usual standards of due diligence in respect thereto and to recommend
the public offering price of such Registrable Securities, (B) indemnifying any
such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof, and (C) providing such information to
such broker-dealer as may be required in order for such broker-dealer to comply
with the requirements of the NASD Rules.

                  (q)      The Company shall use all reasonable efforts to take
all other steps necessary to effect the registration, offering and sale of the
Registrable Securities covered by the Shelf Registration Statement contemplated
hereby.

         4.       REGISTRATION EXPENSES. The Company shall bear all fees and
expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 6 hereof, subject to the provisions of Section 6 with respect
to the payment of fees and expenses in connection with an underwritten offering.

         5.       INDEMNIFICATION AND CONTRIBUTION.

                  (a)      Indemnification by the Company. In connection with
any Shelf Registration Statement, the Company shall indemnify and hold harmless
each Electing Holder and each underwriter, selling agent or other securities
professional, if any, who facilitates the disposition of Registrable Securities,
and each of their respective officers and directors and each person, if any, who
controls such Electing Holder, underwriter, selling agent or other securities
professional within the



                                      -10-
<PAGE>   12

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(each such person being sometimes referred to herein as an "Indemnified Person")
against any losses, claims, damages or liabilities, joint or several, to which
such Indemnified Person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based on any untrue statement or alleged
untrue statement of a material fact contained in any Shelf Registration
Statement (or any amendment thereto) under which such Registrable Securities are
registered under the Securities Act, or any Prospectus contained therein or
furnished by the Company to any Indemnified Person, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading (in the case of the Prospectus, in
light of the circumstances under which they were made), and the Company hereby
agrees to reimburse such Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any such Indemnified Person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Shelf Registration Statement or Prospectus, or any
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by such Indemnified Person expressly for
use therein and provided, further, that the Company shall not be liable to any
Indemnified Person under the indemnity agreement in any such case with respect
to any preliminary prospectus to the extent that any such loss, claim, damage or
liability of such Indemnified Person results from the fact that such Indemnified
Person sold Registrable Securities to a person as to whom it shall be
established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or the Prospectus as then amended or supplemented
(excluding documents incorporated by reference) in any case where such delivery
is required by the Act if the Company has previously furnished copies thereof
upon request therefor in sufficient quantity to such Indemnified Person and the
loss, claim, damage or liability of such Indemnified Person results from an
untrue statement or omission of a material fact contained in the preliminary
prospectus which was identified in writing at such time to such Indemnified
Person and corrected in Prospectus (excluding any document incorporated by
reference) or in the Prospectus as then amended or supplemented (excluding
documents incorporated by reference) and such correction would have cured the
defect giving rise to such loss, claim, damage or liability.

                  (b)      Indemnification by the Holders and Any Agents and
Underwriters. Each Electing Holder agrees, as a consequence of the inclusion of
any such holder's Registrable Securities in such Shelf Registration Statement,
and each underwriter, selling agent or other securities professional, if any,
who facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company, its
directors, officers who sign any Shelf Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out



                                      -11-
<PAGE>   13

of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in such Shelf Registration Statement or Prospectus, or
any amendment or supplement thereto, or arise out of or are based upon an
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of the Prospectus, in light of the circumstances under which they were
made), in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such Electing Holder, underwriter, selling agent or other securities
professional expressly for use therein and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.

                  (c)      Notices and Claims. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party under this Section 5, notify
such indemnifying party in writing of the commencement thereof; but the omission
to so notify the indemnifying party shall not relieve it from any liability
which it may have to the indemnified party otherwise than under this Section 5.
In case any such action shall be brought against any indemnified party and it
shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party) and, after notice from
the indemnifying party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party under this
Section 5 for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to, or an admission of, fault, culpability
or a failure to act, by or on behalf of any indemnified party.

                  (d)      Contribution. If the indemnification provided for in
this Section 5 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) of this Section 5 in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions which resulted in such
losses, claims, damages and liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a




                                      -12-
<PAGE>   14

material fact or the omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation (even if
the Electing Holders or any underwriters, selling agents or other securities
professionals or all of them were treated as one entity for such purpose) or by
any other method of allocation that does not take into account the equitable
considerations referred to in this Section 5(d). The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The obligations of the Electing
Holders and any underwriters, selling agents or other securities professionals
in this Section 5(d) to contribute shall be several in proportion to the
percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

                  (e)      Notwithstanding any other provision of this Section
5, in no event shall any Electing Holder be required to undertake liability to
any person under this Section 5 for any amounts in excess of the dollar amount
of the proceeds received by such Electing Holder from the sale of such Electing
Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Shelf Registration Statement
under which such Registrable Securities are registered under the Securities Act.

                  (f)      The obligations of the Company under this Section 5
shall be in addition to any liability which the Company may otherwise have to
any Indemnified Person and the obligations of any Electing Holder, underwriter,
selling agent or other securities professional under this Section 5 shall be in
addition to any liability which any such Electing Holder, underwriter, selling
agent or other securities professional shall otherwise have to the Company. The
remedies provided in this Section 5 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to an indemnified party at
law or in equity.

         6.       UNDERWRITTEN OFFERING. Any Electing Holder who desires to do
so may sell Registrable Securities (in whole or in part) in an underwritten
offering, provided that (i) the Electing Holders of at least 25% in aggregate
principal amount of the Registrable Securities then covered by the Shelf
Registration Statement shall request such an offering and (ii) at least such
aggregate principal amount of such Registrable Securities shall be included in
such offering, and provided, further, that the Company shall not be obligated to
cooperate with more than one underwritten offering. Upon receipt of such a
request, the Company shall provide all Holders of Registrable Securities written
notice of the request, which notice shall inform such Holders that they have the
opportunity to participate in the offering. In any such underwritten offering,
the investment banker or bankers and manager or managers that will administer
the offering will be selected by, and the underwriting arrangements with respect
thereto will be approved by, the Holders of a majority of the Registrable
Securities to be included in such offering; provided, however, that such
investment



                                      -13-
<PAGE>   15


bankers and managers and underwriting arrangements must be reasonably
satisfactory to the Company. No Holder may participate in any underwritten
offering contemplated hereby unless (a) such Holder agrees to sell such Holder's
Registrable Securities to be included in the underwritten offering in accordance
with any approved underwriting arrangements, (b) such Holder completes and
executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such approved underwriting arrangements, and (c) if such Holder is not
then an Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(2) hereof within a
reasonable amount of time before such underwritten offering. The holders
participating in any underwritten offering shall be responsible for any
underwriting discounts and commissions and fees and, subject to the following
sentence, expenses of their own counsel. The Company will pay the fees and
expenses of a single counsel selected by a plurality of all Electing Holders who
own an aggregate of not less than twenty-five percent (25%) of the Registrable
Securities included in the underwritten offering. The Company shall pay all
expenses customarily borne by issuers in an underwritten offering, including but
not limited to filing fees, the fees and disbursements of its counsel and
accountants and any printing expenses incurred in connection with such
underwritten offering. Notwithstanding the foregoing or the provisions of
Sections 3(l) and 3(m) hereof, upon receipt of a request from the Managing
Underwriters or a representative of Holders of a majority of the Registrable
Securities to be included in an underwritten offering to prepare and file an
amendment or supplement to the Shelf Registration Statement and Prospectus in
connection with an underwritten offering, the Company may delay the filing of
any such amendment or supplement for up to 90 days if the Board of Directors of
the Company (or an executive officer of the Company duly authorized for such
purpose) shall have determined in good faith that the Company has a valid
business reason for such delay.

         7.       LIQUIDATED DAMAGES. Pursuant to Section 2(a) hereof, the
Company may, upon written notice to all the Holders, postpone having the Shelf
Registration Statement declared effective for a reasonable period not to exceed
90 days if the Company possesses material non-public information, the disclosure
of which would have a material adverse effect on the Company and its
subsidiaries taken as a whole. Notwithstanding any such postponement, if (i) on
or prior to the 90th day following the date of the First Time of Delivery (as
defined in the Purchase Agreement), a Shelf Registration Statement has not been
filed with the Commission or (ii) on or prior to the 180th day following the
date of the First Time of Delivery (as defined in the Purchase Agreement), such
Shelf Registration Statement is not declared effective by the Commission (each,
a "Registration Default"), the Company shall be required to pay liquidated
damages ("Liquidated Damages"), from and including the day following such
Registration Default until such Shelf Registration Statement is either so filed
or so filed and subsequently declared effective, as applicable. Such Liquidated
Damages shall be paid semi-annually in arrears, with the first semi-annual
payment due on the first Interest Payment Date (as defined in the Indenture), as
applicable, following the date of such Registration Default, and will accrue at
a rate per annum equal to an additional one-quarter of one percent (0.25%) of
the principal amount of Restricted Securities, to and including the 90th day
following such Registration Default and one-half of one percent (0.5%) thereof
from and after the 91st day following such Registration Default. In the event
that the Shelf Registration Statement ceases to be effective (or the Holders of
Registrable Securities are otherwise prevented or restricted by the Company from



                                      -14-
<PAGE>   16


effecting sales pursuant thereto) during the Effectiveness Period (an "Effective
Failure") for more than 45 days, whether or not consecutive, in any 90 day
period, or more than 90 days, whether or not consecutive, during any
twelve-month period, then the Company shall pay Liquidated Damages in the amount
of one-half of one percent (0.5%) per annum from the 46th day of the applicable
90 day period or the 90th day of the applicable twelve-month period, as the case
may be, that such Shelf Registration Statement ceases to be effective (or the
Holders of Registrable Securities are otherwise prevented or restricted by the
Company from effecting sales pursuant thereto) until such time as the Effective
Failure is cured. For the purpose of determining an Effective Failure, days on
which the Company has been obligated to pay Liquidated Damages in accordance
with the foregoing in respect of a prior Effective Failure within the applicable
90 day or twelve-month period, as the case may be, shall not be included. The
Liquidated Damages as set forth in this Section 7 shall be the exclusive
monetary remedy available to the Holders of Registrable Securities for such
Registration Default or Effective Failure. In no event shall the Company be
required to pay Liquidated Damages in excess of the applicable maximum amount of
one-half of one percent (0.5%) set forth above, regardless of whether one or
multiple Registration Defaults exist.

         8.       MISCELLANEOUS.

                  (a)      Other Registration Rights. The Company may grant
registration rights that would permit any Person that is a third party the right
to piggy-back on any Shelf Registration Statement, provided that if the Managing
Underwriters, if any, of any underwritten offering conducted pursuant to Section
6 hereof notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggy-back rights
intend to include in any Shelf Registration Statement is so large as to
materially threaten the success of such offering (including the price at which
such securities can be sold), then the amount, number or kind of securities to
be offered for the account of holders of such piggy-back rights will be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount, number or kind recommended by the Managing
Underwriters prior to any reduction in the amount of Registrable Securities to
be included in such Shelf Registration Statement.

                  (b)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this Section 8(b), may be amended, and
waivers or consents to departures from the provisions hereof may be given, only
by a written instrument duly executed by the Company and the Holders of a
majority in aggregate principal amount of Registrable Securities then
outstanding. Each Holder of Registrable Securities outstanding at the time of
any such amendment, waiver or consent or thereafter shall be bound by any
amendment, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice, writing or marking indicating such amendment, waiver or consent
appears on the Registrable Securities or is delivered to such Holder.

                  (c)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery:

                           (1)      if to a Holder, at the most current address
given by such Holder to the Company in accordance with the provisions of this
Section 8(c);


                                      -15-
<PAGE>   17

                           (2)      if to the Purchasers, initially at the
address set forth in the Purchase Agreement; and

                           (3)      if to the Company, initially at its address
set forth in the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                  (d)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties and the Holders, including, without the need for an express assignment
or any consent by the Company thereto, subsequent Holders of Registrable
Securities. The Company hereby agrees to extend the benefits of this Agreement
to any Holder of Registrable Securities and any such Holder may specifically
enforce the provisions of this Agreement, and shall be bound by all of the terms
and provisions of this Agreement, as if an original party hereto.

                  (e)      Counterparts. This agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (f)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (g)      Governing Law. This agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
giving effect to any provisions relating to conflicts of laws.

                  (h)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

                  (i)      Survival. The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Electing
Holder, any agent or underwriter, any director, officer or partner of such agent
or underwriter, or any controlling person of any of the foregoing, and shall
survive the transfer and registration of the Registrable Securities of such
Holder.



                                      -16-
<PAGE>   18




         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                Very truly yours,


                                i2 Technologies, Inc.




                                By: /s/ WILLIAM M. BEECHER
                                   ---------------------------------------------
                                Name:   William M. Beecher
                                Title:  Executive Vice President, Operations
                                        Chief Financial Officer

         The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first above written.

                                 Goldman, Sachs & Co.


                                 By: /S/ GOLDMAN, SACHS & CO.
                                    --------------------------------------------

                                 (Goldman, Sachs & Co.)

                                 On behalf of each of the Purchasers







                [Signature Page to Registration Rights Agreement]




                                      -17-
<PAGE>   19







                                    Exhibit A

                              i2 TECHNOLOGIES, INC.
                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT -- IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: (DATE)

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in i2 Technologies, Inc. (the
"Company") 5 1/4% Convertible Subordinated Notes due December 15, 2006 (the
"Securities") are held.

         The Company is in the process of registering the Securities under the
Securities Act of 1933, as amended, for resale by the beneficial owners thereof.
In order to have their Securities included in the registration statement,
beneficial owners, INCLUDING BENEFICIAL OWNERS RESIDENT OUTSIDE THE UNITED
STATES, must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.

         IT IS IMPORTANT THE BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY
OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire [DEADLINE FOR RESPONSE]. Please forward a copy of
the enclosed materials to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions regarding this matter, please contact [Name, address and
telephone number of contact at the Company].



<PAGE>   20



                              i2 TECHNOLOGIES, INC.

           NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER
                                  QUESTIONNAIRE

                                     (DATE)

         i2 Technologies, Inc. (the "Company") has filed or intends shortly to
file with the United States Securities and Exchange Commission (the
"Commission") a registration statement on form S-3 (the "Shelf Registration
Statement") for the registration and resale under the United States Securities
Act of 1933, as amended (the "Securities Act"), of the Company's 5 1/4%
Convertible Subordinated Notes due December 15, 2006 (CUSIP No. 465754AD1) (the
"Notes"), and Common Stock, par value $0.00025 per share, of the Company
issuable upon conversion or repurchase thereof, in accordance with the terms of
the Registration Rights Agreement dated as of December 10, 1999 (the
"Registration Rights Agreement") between the Company and the purchasers named
therein (the "Purchasers"). A copy of the Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Registration Rights Agreement.

         In order to have Registrable Securities included in the Shelf
Registration Statement (or a supplement or amendment thereto), this Notice of
Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company at the
address set forth herein for receipt ON OR BEFORE [insert date that is 30 days
from the Notice Date] (the "Questionnaire Deadline"). Unless the Company
otherwise consents, beneficial owners of Registrable Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement (or
a supplement or amendment thereto) and related Prospectus and (ii) may not sell
their Registrable Securities pursuant thereto. Beneficial owners of Registrable
Securities not having returned a Notice and Questionnaire by the Questionnaire
Deadline may, however, receive another Notice and Questionnaire from the Company
upon request. Following its receipt of a completed Notice and Questionnaire in
return, the Company will reasonably promptly include the Registrable Securities
covered thereby in the Shelf Registration Statement.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, Holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

         The term "Registrable Securities" is defined in the Registration Rights
Agreement to mean all or any portion of the Notes issued under the Indenture and
the Common Stock issuable upon conversion or repurchase thereof; provided,
however, that a security ceases to be a Registrable Security when it is no
longer a Restricted Security.



<PAGE>   21


         The term "Restricted Security" is defined in the Registration Rights
Agreement to mean any Note or share of Common Stock issuable upon conversion or
repurchase thereof except any such Note or share of Common Stock which (i) has
been effectively registered under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any
successor provision thereto), or (iii) has otherwise been transferred and a new
Note or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with Article Three of the Indenture.


                                      -2-
<PAGE>   22



                                    ELECTION

         The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3)
(unless otherwise specified under Item (3)). The undersigned, by signing and
returning this Notice and Questionnaire, agrees to be bound with respect to such
Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement, including, without
limitation, Section 5 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.

         Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the undersigned Selling Securityholder will be required
to deliver to the Company and the Trustee under the Indenture the Notice of
Transfer completed and signed set forth in Appendix I to the Notice and
Questionnaire and hereby undertakes to do so.

         The undersigned Selling Securityholder hereby provides the following
information to the Company and represents and warrants that such information is
accurate and complete:


<PAGE>   23



                                  QUESTIONNAIRE

(1)      (a)      Full Legal Name of Selling Securityholder:

                  --------------------------------------------------------------

         (b)      Full Legal Name of Registered Holder (if not the same as in
                  (a) above) of Registrable Securities Listed in (3) Below:

                  --------------------------------------------------------------

         (c)      Full Legal Name of DTC Participant (if applicable and if not
                  the same as (b) above) Through Which Registrable Securities
                  Listed in (3) Below are Held:

                  --------------------------------------------------------------

(2)      Address for Notices to Selling Securityholder:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------

         Telephone:
                  --------------------------------------------------------------

         Fax:
            --------------------------------------------------------------------

         Contact:
                  --------------------------------------------------------------

(3)      Beneficial Ownership of Registrable Securities:

         Except as set forth below, the undersigned Selling Securityholder does
         not beneficially own any Notes or Common Stock previously issued upon
         conversion or repurchase of any Note.

         Principal amount of Notes beneficially owned:
                                                      --------------------------

         Number of shares of Common Stock beneficially owned and issued to date
         upon conversion or repurchase of Notes (if any):
                                                         -----------------------

         Principal amount of Notes which the undersigned wishes to be included
         in the Shelf Registration Statement:
                                             -----------------------------------

         Number of shares of Common Stock (if any) issued upon conversion or
         repurchase of Registrable Securities which are to be included in the
         Shelf Registration Statement:
                                      ------------------------------------------

(4)      Other shares of Common Stock or other Notes of the Company Owned by the
         Selling Securityholder:


                                      -2-
<PAGE>   24

         Except as set forth below, and under Item (3) above, the undersigned
         Selling Securityholder is not the beneficial or registered owner of any
         shares of Common Stock or any other securities of the Company. State
         any exceptions here:

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchanges or U.S. inter-dealer quotation system of a
         registered national securities association on which the Registrable
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short position, or loan or pledge Registrable Securities
         to broker-dealers that in turn may sell such securities.

State any exceptions here:

         Note: In no event may such method(s) of distribution take the form of
         an underwritten offering of the Registrable Securities without the
         prior agreement of the Company.

         By signing below, the Selling Securityholder acknowledges that it
         understands its obligation to comply, and agrees that it will comply,
         with the prospectus delivery and other provisions of the Securities Act
         and Exchange Act and the respective rules thereunder, particularly
         Regulation M.

                                      -3-
<PAGE>   25

         In the event that the Selling Securityholder transfers all or any
         portion of the Registrable Securities listed in Item (3) above after
         the date on which such information is provided to the Company, the
         Selling Securityholder agrees to notify the transferee(s) at the time
         of the transfer of its rights and obligations under this Notice and
         Questionnaire and the Registration Rights Agreement.

         By signing below, the Selling Securityholder consents to the disclosure
         of the information contained herein in its answers to Items (1) through
         (6) above and the inclusion of such information in the Shelf
         Registration Statement and related Prospectus. The Selling
         Securityholder understands that such information will be relied upon by
         the Company in connection with the preparation of the Shelf
         Registration Statement and related Prospectus.

         In accordance with the Selling Securityholder's obligation under the
         Registration Rights Agreement to provide such information as may be
         required by law for inclusion in the Self Registration Statement, the
         Selling Securityholder agrees to promptly notify the Company of any
         inaccuracies or changes in the information provided herein which may
         occur subsequent to the date hereof at any time while the Self
         Registration Statement remains in effect. All notices hereunder and
         pursuant to the Registration Rights Agreement shall be made in writing
         by hand delivery, first-class mail, or air courier guaranteeing
         overnight delivery as follows:

         To the Company:

         i2 Technologies, Inc.
         [Address]
         Attention: [contact person]

         Once this Notice and Questionnaire is executed by the Selling
         Securityholder and received by the Company, the terms of this Notice
         and Questionnaire, and the representations and warranties contained
         herein, shall be binding on, shall inure to the benefit of and shall be
         enforceable by the respective successors, heirs, personal
         representatives and assigns of the Company and the Selling
         Securityholder with respect to the Registrable Securities beneficially
         owned by such Selling Securityholder and listed in Item (3) above. This
         Agreement shall be governed in all respects by the laws of the State of
         New York.


                                      -4-

<PAGE>   26



         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:
      -------------------------

-------------------------------
Selling Securityholder
(Print/type full legal name of beneficial owner of Registrable Securities)

By:
   ----------------------------
Name:
Title:

         PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE (DEADLINE FOR RESPONSE) TO THE COMPANY AT:

         i2 Technologies, Inc.
         [Address]
         Attention: [contact person]



                                      -5-


<PAGE>   27


                                   APPENDIX I

              NOTICE TO TRANSFER PURSUANT TO REGISTRATION STATEMENT



------------------------------

------------------------------

------------------------------

------------------------------

i2 Technologies, Inc.
[Address]
Attention: [contact person]

         Re       i2 Technologies, Inc. 5 1/4% Convertible Subordinated Notes
                  due December 15, 2006 (the "Notes")

Dear Sirs:

         Please be advised that _________________________________ has
transferred $_____ aggregate principal amount of the above-referenced notes or
______ shares of the Company's Common Stock, issued on conversion, repurchase or
redemption of Notes, pursuant to the Registration Statement Form S-3 (File No.
333-_________) filed by the Company.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
or Common Stock is named as a selling security holder in the Prospectus dated
____________ or in amendments or supplements thereto, and that the aggregate
principal amount of the Notes or number of shares of Common Stock transferred
are [a portion of] the Notes or Common Stock listed in such Prospectus as
amended or supplemented opposite such owner's name.

Dated:
      ----------------------------

                                            Very truly yours,


                                        --------------------------------------
                                                         (Name)

                                        By:
                                            ----------------------------------
                                                 (Authorized Signature)