**COMMONSTOCK PURCHASE AND SALE AGREEMENT**

 

                This Common StockPurchase and Sale Agreement (the “Agreement”) is entered into as of this 17thday of September, 2002 by and among META Group AG, a corporation organizedunder the laws of Germany (the “Seller”), and the purchasers named in ExhibitA hereto (collectively, the “Purchasers”).

 

                NOW, THEREFORE, inconsideration of the mutual covenants herein contained and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledgedby the parties hereto, the Seller and the Purchasers, intending to be legallybound hereby, agree as follows:

 

1.             **Agreementto Purchase and Sell**. Subject to the terms and conditions of this Agreement, the Seller shallsell to each Purchaser, and each Purchaser severally and not jointly shallpurchase, at the Closing (as defined below) that number of shares of commonstock, par value $.01 per share, of META Group, Inc. (the “Shares”) set forthopposite such Purchaser’s name on Exhibit A hereto for the purchaseprice of **U.S.dollars $2.74**per share****(such purchase price being equal to theaverage closing bid price of the common stock, par value $.01 per share, ofMETA Group, Inc. for the five consecutive trading days ending on the dayimmediately preceding the date hereof**)** and an aggregate purchase price set forthopposite such Purchaser’s name on Exhibit A hereto (collectively, the“Purchase Price”).  The closing (the“Closing”) of the sale of the Shares by the Seller to the several Purchasersshall be held at the offices of Testa, Hurwitz & Thibeault, LLP, 125 HighStreet, Boston, MA 02110 at 10:00A.M., Boston, MA, USA time, on September 17,2002 (or such other date as mutually agreed in writing by all of the partieshereto) (the “Closing Date”).  At theClosing, the several Purchasers shall pay their respective portions of thePurchase Price by wire transfer of immediately available funds (to the wireaddress attached as Exhibit B hereto) or by delivery of a check payableto the Seller (or a combination thereof), and the Seller will delivercertificates representing the Shares to each Purchaser in the names and amountsset forth on Exhibit A (collectively, the “Certificates”).  There will be no conditions to the Closing.

 

2.             **Representationsand Warranties of the Purchasers**.  Each Purchaser represents and warrants to the Seller, severallyand not jointly, on the date hereof and as of the Closing Date, as follows:

 

                (a)           Investment.  Such Purchaser is acquiring his, her or itsrespective portion of the Shares for his, her or its own account, forinvestment and not with a view to, or for sale in connection with, anydistribution thereof, nor with any present intention of distributing or sellingthe same.

 

                (b)           Opportunity to Ask Questions;Economic Risk.  Such Purchaserrealizes that the Shares will be a highly speculative investment, and Purchaseris able, without impairing his, her or its financial condition, to hold theShares for an indefinite period of time and to suffer a complete loss of theShares. Such Purchaser has substantialexperience in evaluating and investing in securities of companies similar toMETA Group, Inc., so that he, she or it is capable of evaluating the merits andrisks of his, her or its investment and has the capacity to protect his, her orits own interests.  Such Purchaser mustbear the economic risk of an investment in the Shares indefinitely unless asubsequent disposition thereof is registered pursuant to the Securities Act of1933, as amended (the “Securities Act”), or an exemption from registration isavailable.  Such Purchaser has had theopportunity to ask questions of, and receive answers from, management of METAGroup, Inc. concerning the Shares.  SuchPurchaser has made detailed inquiry concerning META Group, Inc. and its businessand personnel; the officers of META Group, Inc. have made available to suchPurchaser any and all written information that he, she or it has requested andhave answered to such Purchaser’s satisfaction all inquires made by him, her orit.

 

 

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                (c)           No Registration of Shares; Legend.  Such Purchaser acknowledges that the Sharesto be purchased by him, her or it have not been registered under the SecuritiesAct and cannot be resold or otherwise disposed of unless the Shares aresubsequently registered under the Securities Act or unless an exemption fromsuch registration is available. Accordingly, each Certificate shall bear a legend substantially in thefollowing form:

 

THE SECURITIESREPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE,SOLD TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONSUNDER SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED ANOPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

 

Such Purchaser understands thatMETA Group, Inc. has no present intention of registering the Shares.  Such Purchaser also understands that thereis no assurance that any exemption from registration under the Securities Actwill be available and that, even if available, such exemption may not allowsuch Purchaser to transfer all or any portion of the Shares, under thecircumstances, in the amounts or at the times such Purchaser might propose.

 

                (d)           Accredited Investor Status.  Such Purchaser is an “accredited investor”as such term is defined in Rule 501(a) under the Securities Act.

 

                (e)           Binding Obligation.  This Agreement constitutes a valid andbinding obligation of such Purchaser, enforceable against such Purchaser inaccordance with its terms.

 

             3.             **Representationsand Warranties of the Seller**. The Seller hereby represents and warrants to the Purchasers, on the datehereof and as of the Closing Date,****as follows:

 

                             (a)           Corporate Existence.  The Seller is a corporation dulyincorporated, validly existing and in good standing under the laws of Germany.

 

                             (b)           Authorization.  The execution, delivery and performance bythe Seller of this Agreement and the consummation by the Seller of thetransactions contemplated hereby are within the corporate power and authorityof the Seller and have been duly authorized by all necessary corporateaction.  This Agreement has been duly authorized,executed and delivered by the Seller and constitutes a valid and bindingobligation of the Seller, enforceable against the Seller in accordance with itsterms.

 

                             (c)           Ownershipof Shares.  Seller is the solebeneficial owner of the Shares and the Shares are free and clear of any liensor encumbrances.  Seller has good andmarketable title to the Shares and the right and authority to sell, transfer,assign and/or convey the Shares to the Purchasers.

 

4.             **Miscellaneous**.

 

(a)           FurtherActs.  Each of the parties heretocovenants and agrees upon the request of the Seller (in the case of one or moreof the Purchasers) or the request of one or more of the Purchasers (in the caseof the Seller), to do, execute, acknowledge and deliver or cause to be done, 

 

 

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executed, acknowledged and delivered all such further acts, deeds,documents, powers of attorney and assurances as may be reasonably necessary ordesirable to give full effect to this Agreement.

 

(b)           Confidentiality.  Except as may be otherwise required by law,no party to this Agreement may, without the prior written consent of each andevery other party, make any public disclosure of the transactions contemplatedhereby until such information becomes generally publicly available other thanthrough a violation of this provision by any party or his, her or its agents.

 

(c)           Expenses;Fees.  The Seller and the Purchasersshall pay all of their own fees and expenses incurred in connection with thisAgreement and the transactions contemplated hereby, including, withoutlimitations, those of any agents, advisors or finders retained by any suchparty.

 

(d)           EntireAgreement; Amendment.  Any amendmentof this Agreement shall not be effective unless signed in writing by allparties hereto.  This Agreementsupercedes any other agreement, whether written or oral, that may have beenmade or entered into by the parties hereto relating to the matters contemplatedhereby, and constitutes the entire agreement by the parties.

 

(e)           Headingsand Captions.  Headings and captionsin this Agreement are for convenience only and shall not be considered a partof this Agreement.

 

(f)            Successorsand Assigns.  This Agreement shallinure to the benefit of and be binding upon the parties hereto and theirrespective successors and assigns.

 

(g)           GoverningLaw.  This Agreement shall beconstrued and interpreted according to the laws of the State of Delaware,without giving effect to its principles of conflicts of laws.

 

(h)           Signature Pages.  This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one agreement. A document signed and transmitted by facsimile machine or telecopiershall be treated as an original document and the signature of any party on suchdocument shall be considered as an original signature.

 

[REMAINDER OF PAGELEFT BLANK INTENTIONALLY]

 

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IN WITNESS WHEREOF, this Agreement has been executedby the parties hereto as of the day and year first above written.

 

 
| **SELLER**:                                   |                                                                         |
|-----------------------------------------------|------------------------------------------------------------------------------|
|                                          |                                                                         |
| META GROUP AG                                 |                                                                         |
|                                          |                                                                         |
| By:                                           | /s/ Robert Whitmore                                                          |
|                                          | Name: Robert Whitmore                                                        |
|                                          | Title: General Manager META Group AG                                         |
|                                          |                                                                         |
| **PURCHASERS**:                               |                                                                         |
|                                          |                                                                         |
| ALFRED J. AND REGINA A.  AMOROSO FAMILY TRUST |
|                                          |                                                                         |
| By:                                           |  /s/ Alfred  J. Amoroso                                                 |
|                                          | Name: Alfred J. Amoroso                                                      |
|                                          | Title: Trustee for the  Alfred J. Amoroso and Regina A. Amoroso Family Trust |
|                                          |                                                                         |
| ASHLEE R. AMOROSO TRUST                       |                                                                         |
|                                          |                                                                         |
| By:                                           |   :  /s/ Alfred J. Amoroso                                         |
|                                          | Name: Alfred J. Amoroso                                                      |
|                                          | Title: Trustee for the  Ashlee R. Amoroso Trust                              |
|                                          |                                                                         |
| APRIL A. AMOROSO TRUST                        |                                                                         |
|                                          |                                                                         |
| By:                                           |   :  /s/ Alfred J. Amoroso                                         |
|                                          | Name: Alfred J. Amoroso                                                      |
|                                          | Title: Trustee for the April A. Amoroso Trust                                |
|                                          |                                                                         |
| ADAM J. AMOROSO TRUST                         |                                                                         |
|                                          |                                                                         |
| By:                                           |   :  /s/ Alfred J. Amoroso                                         |
|                                          | Name: Alfred J. Amoroso                                                      |
|                                          | Title:   Trustee for the Adam J. Amoroso Trust                          |
|                                          |                                                                         |
| AUSTIN T. AMOROSO TRUST                       |                                                                         |
|                                          |                                                                         |
| By:                                           |   :  /s/ Alfred J. Amoroso                                         |
|                                          | Name: Alfred J. Amoroso                                                      |
|                                          | Title:   Trustee for the Austin T. Amoroso Trust                        |
|                                               |                                                                              |  |

 

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|   /s/ Gayl W.  Doster  |
|-----------------------------|
| Gayl W. Doster              |
|                        |
|   /s/ Michael  Simmons |
| Michael Simmons             |

#### ** **

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#### **Exhibit A**

**Schedule of Purchasers**

 
| **Name and  Address of Purchaser**                                                                                                                                              |   | **No. of  Shares** |   | **Purchase  Price** |       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------|---------------------|------------|
|                                                                                                                                                                            |   |               |   |                |       |
| Alfred J. and  Regina A. Amoroso

Family Trust

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Tax  Identification Number: ###-##-#### |   | 85,000             |   | $                   | 232,900.00 |   |
|                                                                                                                                                                            |   |               |   |                |       |
| Ashlee R.  Amoroso Trust

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Tax  Identification Number: 94-6756251                        |   | 10,000             |   | $                   | 27,400.00  |   |
|                                                                                                                                                                            |   |               |   |                |       |
| April A. Amoroso  Trust

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Tax  Identification Number: 94-6756250                         |   | 10,000             |   | $                   | 27,400.00  |   |
|                                                                                                                                                                            |   |               |   |                |       |
| Adam J. Amoroso  Trust

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Tax  Identification Number: 94-6756249                          |   | 10,000             |   | $                   | 27,400.00  |   |
|                                                                                                                                                                            |   |               |   |                |       |
| Austin T.  Amoroso Trust

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Tax  Identification Number: 94-6756252                        |   | 10,000             |   | $                   | 27,400.00  |   |
|                                                                                                                                                                            |   |               |   |                |       |   |
| Gayl W. Doster

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Social Security  Number: ###-##-####                                    |   | 10,000             |   | $                   | 27,400.00  |   |
|                                                                                                                                                                            |   |               |   |                |       |
| Michael Simmons

c/o META Group,  Inc.

208 Harbor Drive

PO Box 120061

Stamford,  CT  06912-0061

Social Security  Number: ###-##-####                                   |   | 20,000             |   | $                   | 54,800.00  |   |
|                                                                                                                                                                                 |        |                    |        |                     |            |  |  |

** **

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** **

**Exhibit B**

 

### **Wire Instructions**

 

 
| **Beneficiary**                             |   | **Beneficiary’s  Bank**                                                                                           |   | **Bank to  Bank**          |   |
|---------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------|
|                                        |   |                                                                                                                   |   |                       |   |
| Account # 155036917

META Group AG

Germany |   | **Swift  BHFBDEFF700**

Bank Berliner Handels-UND

Frankfurter Bank

Max-Joseph Stasse 6

Munich 2,  Germany 8000 |   | /ACC/BankCode:

702 202 00 |   |

 

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