AMENDMENT NO. 2
THIS AMENDMENT NO. 2 to Agreement and Plan of Merger and Reorganization
is dated as of July 31, 2000 among SOPHEON PLC, a United Kingdom public company,
limited by shares ("PARENT"), TELTECH RESOURCE NETWORK CORPORATION, a Minnesota
corporation ("COMPANY") and SOPHEON CORPORATION, a Minnesota corporation and a
wholly-owned subsidiary of Parent ("MERGER SUB").
RECITALS
A. Parent, Merger Sub and Company are parties to an Agreement and Plan
of Merger and Reorganization dated as of January 21, 2000, as amended by
Amendment No. 1 on April 28, 2000 (the "Merger Agreement") whereby Company will
be merged with and into Merger Sub. Capitalized terms used but not defined
herein shall have the same meaning as in the Merger Agreement.
B. The Merger Agreement currently provides for the termination date of
July 31, 2000, which date shall be extended by this Amendment.
C. Warrants of the Company held by certain individuals will expire on
July 31, 2000. The parties have agreed that the exercise date of the Warrants
will be extended by the Company prior to the Warrant expiration, whereby such
Warrants can be exercised at any time up to and including September 30, 2000,
unless the Effective Time of the Merger occurs earlier.
D. The parties have agreed that additional clarifying language shall be
set forth in Section 8.3(i) of the Merger Agreement concerning the use and
consultation of the Parent recommended broker in connection with the sale of
Parent stock after the lock-up period to ensure an orderly market in Parent
stock.
E. The parties desire to effect and reflect the foregoing through this
Amendment to the Merger Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 3.4 of the Merger Agreement is hereby amended to add the
following to the existing text:
"Parent acknowledges and agrees that the Warrants which remain
unexercised after July 31, 2000 will expire and shall automatically terminate.
Pursuant to the provisions of Section 6.1 and 6.1(g) of this Agreement, Parent
and Merger Sub have consented to an amendment of the Warrants by the Board of
Directors of the Company to extend the expiration date of the Warrants to allow
exercise of such Warrants at any time on or after July 31, 2000 through
September 30, 2000; PROVIDED, HOWEVER, in the event that the Effective Time of
the Merger occurs on a date prior to October 1, 2000, any Warrants which remain
unexercised immediately prior to the Effective Time of the Merger shall be
automatically terminated and cancelled."
2. Section 6.1(g) of the Merger Agreement is hereby amended to add the
following to the existing text:
"PROVIDED, HOWEVER, that Parent and Merger Sub hereby consent to an
amendment of the Warrants by the Board of Directors of the Company to extend the
expiration date of the Warrants to September 30, 2000."
3. Section 8.3(i) shall be amended in its entirety to read as follows:
"(i) Parent shall have received shareholder agreements from all holders
of five thousand (5,000) or more shares of Company Common Stock, as set forth in
Annex A hereto, as applicable to their individual status, not to sell, transfer
or otherwise dispose of their Parent stock for a period of six (6) months after
the Closing in the case of non-employees and twelve (12) months in the case of
employees. Notwithstanding such agreement by the applicable shareholders, Parent
may in certain limited circumstances allow sales of its stock prior to the
expiration of the aforesaid lock-up periods but there is no requirement that it
do so. The holders of five thousand (5,000) or more shares of Company Common
Stock shall also agree after expiration of the lock-up agreement not to dispose
of their Parent stock other than through a broker specified by Parent or after
full consultation with such broker to ensure an orderly market in Parent stock"
4. Section 9.1(c) shall be amended in its entirety to read as follows:
"(c) by either Parent or Company, if the Closing shall not have
occurred on or before September 30, 2000; PROVIDED, HOWEVER, that the right to
terminate this Agreement under this Section 9.1(c) shall not be available to any
party whose failure to fulfill any obligation under this Agreement shall have
caused, or resulted in, the failure of the Effective Time to occur on or before
such date."
5. All other terms and conditions of the Merger Agreement shall remain
in full force and effect, unamended. Except as set forth herein, all capitalized
terms that are undefined shall have the meanings ascribed to them as set forth
in the Merger Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above by the respective officers thereunto
duly authorized.
SOPHEON PLC
By__________________________________
Its_____________________________
SOPHEON CORPORATION
By__________________________________
Its_____________________________
TELTECH RESOURCE NETWORK CORPORATION
By__________________________________
Its_____________________________
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