APPLIEDNETSopheon PLC • August 24th, 2000
CONFORMED COPYConformed Copy • August 24th, 2000 • Sopheon PLC • England
ANNEX A-6 FORM OF LOCKUP AGREEMENT (FOR NON-EMPLOYEES WITH 5,000 OR MORE SHARES OF TELTECH COMMON STOCK AND NOT SUBJECT TO RULE 145)Lockup Agreement • August 24th, 2000 • Sopheon PLC • Minnesota
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger • August 24th, 2000 • Sopheon PLC • Minnesota
TELTECH RESOURCE NETWORK CORPORATION 1995 KEY EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made this _____ day of ________, between TELTECH RESOURCE NETWORK CORPORATION, a Minnesota corporation (the "Company"), and ____________, (the...Employee Nonqualified Stock Option Agreement • August 24th, 2000 • Sopheon PLC
RECITALSCollateral Assignment, Patent Mortgage and Security Agreement • August 24th, 2000 • Sopheon PLC • Minnesota
LETTERHEAD]Sopheon PLC • August 24th, 2000
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.
RECITALSSopheon PLC • August 24th, 2000
TELTECH RESOURCE NETWORK CORPORATION 1987 NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made this ___ day of _________ between TELTECH RESOURCE NETWORK CORPORATION, a Minnesota corporation (the "Company"), and _________, (the "Optionee"); W I T...1987 Nonqualified Stock Option Agreement • August 24th, 2000 • Sopheon PLC
AMENDMENT NO. 1 This Amendment No. 1 to Agreement and Plan of Merger and Reorganization is dated as of April 28, 2000 among SOPHEON PLC, a United Kingdom public company, limited by shares ("PARENT"), TELTECH RESOURCE NETWORK CORPORATION, a Minnesota...Sopheon PLC • August 24th, 2000
