Sopheon PLC Sample Contracts

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • August 24th, 2000 • Sopheon PLC • Minnesota
RECITALS
Agreement and Plan of Merger and Reorganization • August 24th, 2000 • Sopheon PLC
RECITALS
Collateral Assignment, Patent Mortgage and Security Agreement • August 24th, 2000 • Sopheon PLC • Minnesota
APPLIEDNET
Share Option Scheme • August 24th, 2000 • Sopheon PLC
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT By and Between TTECH ACQUISITION CORP.
Asset Purchase Agreement • November 25th, 2003 • Sopheon PLC • Services-computer programming services • Delaware
Dated 16 December 1999
Service Agreement • July 12th, 2005 • Sopheon PLC • Services-computer programming services • England

IT IS AGREED that the Company shall employ the Executive and the Executive shall serve the Company as Finance Director and Chief Financial Officer of the Company on the following terms and subject to the following conditions (the "Agreement"):

EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2005 • Sopheon PLC • Services-computer programming services • Minnesota

This Employment Agreement (the "Agreement") made and entered into effective as of the 7th day of March 1997, by and between Teltech Resource Network Corporation, a Minnesota corporation (the "Company") and Andrew L. Michuda, Jr. ("Executive").

LETTERHEAD]
Agreement and Plan of Merger and Reorganization • August 24th, 2000 • Sopheon PLC

You have requested our opinion as to certain United States federal income tax consequences of the merger (the "Merger") of Teltech Resource Network Corporation ("Teltech"), a Minnesota corporation, with and into Sopheon Corporation ("Merger Sub"), a Minnesota corporation and a wholly-owned subsidiary of Sopheon plc ("Sopheon"), a United Kingdom public company. The Merger is being consummated pursuant to the Agreement and Plan of Merger and Reorganization by and among Teltech, Sopheon, and Merger Sub dated as of January 21, 2000, as amended on April 28, 2000, and July 31, 2000 (the "Merger Agreement"). Unless otherwise defined, capitalized terms used herein have the meanings assigned to them in the Merger Agreement.

CONFORMED COPY
Convertible Loan Stock Agreement • August 24th, 2000 • Sopheon PLC • England
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