FORM OF TRANSFER AGREEMENTTransfer Agreement • November 3rd, 2005 • Bravo Holdco • Services-prepackaged software
WHEREAS, the Seller desires to sell and assign to the Buyer, and the Buyer desires to purchase from the Seller, the Seller’s entire rights, title and interest in, to and under that certain Senior Subordinated Secured Convertible Note of BroadVision, Inc. (the “Issuer”) issued in the name of the Seller, a copy of which is attached as Exhibit A hereto (the “Note”) (such sale, assignment and purchase, the “Transaction”).
AGREEMENT AND PLAN OF MERGER Dated as of July 25, 2005 among Bravo Holdco, Bravo Merger Sub, LLC and BroadVision, Inc.Agreement and Plan of Merger • August 4th, 2005 • Bravo Holdco • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2005 (this “Agreement”), is among Bravo Holdco, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Bravo Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Merger Sub”), and BROADVISION, INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.12.
JOINT FILING AGREEMENTJoint Filing Agreement • August 4th, 2005 • Bravo Holdco • Services-prepackaged software
We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
FORM OF CONSENT AGREEMENTConsent Agreement • November 3rd, 2005 • Bravo Holdco • Services-prepackaged software
THIS CONSENT AGREEMENT, dated as of October 28, 2005 (this “Consent Agreement” or “Exhibit B to Transfer Agreement”), is between (the “Seller”), Vector Capital Fund III (the “Buyer”), BroadVision, Inc. (the “Company”) and Bravo Holdco (“Bravo”).
AMENDMENT TO VOTING AGREEMENT AND PROXYVoting Agreement and Proxy • August 15th, 2005 • Bravo Holdco • Services-prepackaged software • Delaware
THIS AMENDMENT TO VOTING AGREEMENT AND PROXY (this “Amendment”) is entered into as of August 15, 2005, by and between Bravo Holdco, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Pehong Chen individually and as the Trustee of the Pehong Chen and Adele W. Chi Trustees, The Chen Family Trust dated 1/15/93 (“Stockholder”).
VOTING AGREEMENTVoting Agreement • August 4th, 2005 • Bravo Holdco • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (“Agreement”) is entered into as of July 25, 2005 by and between Bravo Holdco, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Pehong Chen individually and as the Trustee of the Pehong Chen and Adele W. Chi Trustees The Chen Family Trust dated 1/15/93 (“Stockholder”).
