Number               of the Roll of Deeds for 2003

 

 

 

 

NEGOTIATED

In Frankfurt am Main onAugust 11, 2003

Before me, theundersigned Notary

 

Ralph Kästner

with the officialresidence in Frankfurt am Main

 

appeared today in the office ofFreshfields Bruckhaus Deringer, Taunusanlage 11, 60329 Frankfurt am Main, whereI was present on request of the appeared persons:

| 1.     | Tim        Brouwer, company director        Place of business: Kurfürsten-Anlage 6, 69115 Heidelberg        Identified by: German identity card                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                   |
|        | acting        in the following in his name and for Dr Georg Kraus of        Kurfürsten-Anlage 6, 69115 Heidelberg (in the following referred to        jointly as "Purchaser") pursuant to a power of attorney dated        July 31, 2003 which is attached to this deed.                                          |
|   |                                                                                                                                                                                                                                                                                                                                   |
| 2.     | Arif        Karimjee, company director        Place of business: Stirling House, Surrey Research Park, Guildford, GU2        7RF, United Kingdom        Identified by: British passport                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                   |
|        | acting        in the following not in his own name but        for the company Sopheon plc, Stirling House, Surrey Research Park,        Guildford GU2 7RF, United Kingdom (in the following referred to as        "Seller") pursuant to a power of attorney dated 11 August 2003        which is attached to this deed. |

The Notary asked the appearing personsif he or one of his partners or colleagues was involved in this matter beforethe notarisation (§ 3 (1) no.7 Notarization Act). The appearing personsdeclared that such involvement does not exist.

The appearing persons requested thatthis deed should be recorded in the English language and declared that they arein sufficient command of the English language . The Notary himself is insufficient command of the English language. As advised by the Notary of theirrights to the assistance of a sworn interpreter and receipt of a certifiedtranslation of this deed, the appearing persons waived such rights.

The appearing persons acting asheretofore indicated then requested the notarization of the attached agreementand the attached resolution:

- Sale and Transfer Agreement betweenSeller and Purchaser (**Attachment 1**)

***********************************************

 

The above deed including the Attachment(1) were read aloud to the appearing persons by the Notary, approved by them andsigned by them and the Notary in their own hands as follows:

 

 

__________________________Signature of Mr Tim Brouwer

 

 

__________________________Signature of Mr Arif Karimjee

 

 

__________________________NOTARY

 

----

 

 

AGREEMENT OF SALE ANDTRANSFER

 

Concerning aShareholdingin Sopheon GmbH

 

 

between

 

 

Tim Brouwer & Dr.Georg Krausc/o SVP Deutschland AGKurfürsten-Anlage 6, 69115 HeidelbergGermany

 

- jointly hereinafterreferred to as "Purchasers"

 

and

 

 

Sopheon PlcStirling HouseSurrey Research ParkGuildford, SurreyGU2 5RF, United Kingdom

 

- hereinafter referred toas "Seller"

 

 

 

 

----

Definitions:

"Agreement"means this Sale and Transfer Agreement.

"BusinessDay" means a day on which commercial banks in Frankfurt am Main (Germany)and London (England) are open for business.

"Closing" hasthe meaning as defined in § 6 (1) of this Agreement.

"ClosingCondition" has the meaning as defined in § 6 (2) of this Agreement.

"ClosingDate" has the meaning as defined in § 6 (1) of this Agreement.

"Shareholding"means the shareholding ("Geschäftsanteil") Seller holds in thenominal amount of €25,000.00 (in words: twenty five thousand Euro) in Sopheon,registered in the Commercial Register of the Lower District Court of Frankfurtam Main under HR B 51621.

"Sopheon"means Sopheon GmbH, Industriepark Höchst, Building F 821, 65926 Frankfurt amMain, Germany.

 

**§ 1 Sale andPurchase of the Share**
Seller hereby sells theShareholding to Purchasers. Purchasers hereby accepts such sale of theShareholding.

 

**§ 2 Transfer of theShareholding**(1)
Seller hereby        transfers the Shareholding to Purchasers. Purchasers accept such        transfer.
 (2)
The transfer        pursuant to subsection (1) is made with commercial effect as of the        Closing Date. This transfer is subject to the condition precedent that        the Closing Condition pursuant to § 6 (2) has been met. (3)
Purchasers will        give notice to Sopheon of the share transfer pursuant to § 16 (1) of        the German Limited Liability Company Act immediately after the Closing.** 

§ 3 Purchase Price

The considerationfor the sale and transfer (the "Purchase Price") of the Shareholdingwill be €1 (in words: One Euro)
** 

§ 4 Covenants andWarranties of Purchasers**(1)Purchasers        shall change the name of Sopheon such that it does not contain the word        "Sopheon", in any event before 31 December 2003.        Notwithstanding the foregoing, Purchasers shall effect such name change,        if not already effected, prior to the execution of any sale or transfer        of ownership of its share in Sopheon or of substantially all of Sopheon's        business activities. Purchasers shall also make best efforts to effect        such name change, if not already effected, prior to making any        application for insolvency or liquidation of Sopheon. (2)Purchasers        warrant and undertake to Seller that each of the warranties set out        below is true and accurate and not misleading as at the date of this        Agreement: a)all        necessary authorisations, approvals, consents and licenses required by        the Purchasers for entering into and performing this Agreement have been        obtained; b)this        Agreement when executed by the Purchasers will constitute a valid and        binding obligation on Purchasers and will be enforceable in accordance        with its terms or any provision of Purchasers' memorandum or articles        of association as applicable; and c)to        the best of the knowledge of the Purchasers, there is no litigation or        governmental proceedings or investigation current or threatened or        pending against them relating to or affecting the execution, delivery        and performance of this Agreement.
 

**§ 5 Covenants andWarranties of Seller**(1)On        or prior to August 15, 2003, Seller shall pay to Sopheon (the "Intercompany        Payment") amounts recorded as net intercompany receivables        totalling €67,587 (in words: Sixty Seven Thousand Five Hundred and        Eighty-Seven Euros). In addition, on or prior to August 15, 2003, Seller        will pay to Sopheon (the "Contribution") €100,000 (in words:        One Hundred Thousand Euros). All amounts payable as of the date of this        Agreement by Sopheon to the Seller or other members of Seller's        corporate group have been taken into consideration in the calculation of        the Intercompany Payment. (2)
Seller warrants        and undertakes to Purchasers that each of the warranties set out below        is true and accurate and not misleading as at the date of this        Agreement: a)all        necessary authorisations, approvals, consents and licenses required by        the Seller for entering into and performing this Agreement have been        obtained; b)this        Agreement when executed by the Seller will constitute a valid and        binding obligation on Seller and will be enforceable in accordance with        its terms or any provision of Seller's memorandum or articles of        association as applicable; and c)to        the best of the knowledge of the Seller, there is no litigation or        governmental proceedings or investigation current or threatened or        pending against it relating to or affecting the execution, delivery and        performance of this Agreement. d)
Sopheon is a        limited liability company duly organised and validly existing under the        laws of the Federal Republic of Germany. e)
Seller is the        sole shareholder of Sopheon which has a stated share capital of €25,000        (in words: Twenty Five Thousand Euros), represented by one capital        interest in the nominal amount of €25,000. The Seller is the legal and        beneficial owner of the Shares that are free from any encumbrance and        third party rights. The Seller may freely dispose of the Shares and does        not require any consent of a third party and a disposal does not result        in any infringement of any third party rights. The Shares are fully paid        in; no refunds of the share contributions, whether actual or        constructive, were made. There are no shareholders other than the        Seller.** 

§ 6 Closing**(1)Pursuant        to the terms of this Agreement, the consummation of the transactions        contemplated by this Agreement ("Closing") shall take place no        later than on Friday August 15, 2003 at 13:00 local time or as the        parties hereto mutually agree. The date and time at which the Closing        actually takes place and thus the time at which the transfers        contemplated by this Agreement actually occur or become effective shall        be referred to as the "Closing Date" in this Agreement. (2)
Closing is        subject to the payment to Sopheon of the Contribution and the        Intercompany Payment by Seller (the "Closing Condition") as        set out in § 5 (1).** 

§ 7 General Obligationof the Parties**
The parties to thisAgreement commit each other to use their best efforts to realize the transfer ofthe Share from Seller to Purchasers.
** 

§8 Notices**(1)
All notices or        other communications hereunder shall be in writing, unless a stricter        form is required by applicable law. (2)
All notices or        communications shall be sent to the following addresses, or to such        other addresses of which a party may have informed the other party from        time to time, which change of address shall be effective only when        received by the other party: a)
If to        Seller:        Arif Karimjee        Sopheon Plc        Stirling House, Surrey Research Park, Guildford, Surrey, GU2 5RF        United KingdomTelephone:        Facsimile: +        44 (0) 14 83 88 30 00         + 44 (0) 14 83 88 30 50 b)If        to Purchasers:        Tim Brouwer        SVP Deutschland AG        Kurfürsten-Anlage 6, 69115 Heidelberg        GermanyTelephone:        Facsimile: +        49 (0) 6221 16 70 18         + 49 (0) 6221 18 14 63** 

§ 9 Severability
(1)
Should any        provision of this Agreement be or become invalid, ineffective, or        unenforceable, the remaining provisions of this Agreement shall be        valid. (2)The        parties agree to replace the invalid, ineffective, or unenforceable        provision with a valid, effective, and enforceable provision which        economically best meets the intention of the parties had they foreseen        the invalidity, ineffectiveness, or unenforceability at that time. The        same shall apply in the case of an omission or if this Agreement is        silent. (3)If        a provision of this Agreement should be held invalid by a competent        court or arbitration tribunal because of the scope of its coverage (such        as territory, subject matter, time period or amount), said provision        shall not be deemed to be completely invalid but shall be deemed to be        valid with the permissible scope that is nearest to the originally        agreed-upon scope.** 

§ 10 Entire Agreement
(1)
This Agreement        contains the entire agreement and understanding of the parties thereto        in respect of the transaction contemplated by this Agreement. This        Agreement supersedes all other prior agreements and understandings, both        written and oral, among the parties with respect to such transactions,        provided, however, that such prior agreements and understanding may to        the extent necessary and appropriate be used in the interpretation of        this Agreement.
 (2)
There are no        restrictions, promises, representations, warranties, covenants or        undertakings, other than those expressly set forth or referred to        herein.
 (3)
Any changes of        this Agreement have to be made in writing unless a stricter form is        required by applicable law.
 (4)
This Agreement        has been made in the English language.** 

§ 11 Applicable Law**
This Agreement shall begoverned by and construed in accordance with the laws of the Federal Republic ofGermany (regardless of the laws that might otherwise govern under applicableprinciples of conflicts of law thereof) as to all matters, including but notlimited to, matters of validity, construction, effect, performance and remedies.
** 

§ 12 Costs, Fees, andExpenses**(1)Each        Party shall bear the cost of its own legal and other advisors, bank        charges and other directly incurred incidental expenses that arise in        connection with its execution of this Agreement and the performance of        its obligations hereunder. (2)Sopheon        shall bear any transfer taxes, sales taxes, notary fees, government        approvals and other third party expenses that arise in connection with        the execution and consummation of this Agreement.
 

 
Frankfurt am Main,        August 11, 2003____________________________________Seller        By: Mr Arif Karimjee, for and on behalf of Seller 
 
Frankfurt am Main,        August 11, 2003____________________________________
Purchasers        By: Tim Brouwer himself for himself and Tim Brouwer by authorisation for        Dr. Georg Kraus, for and on behalf of Purchasers
 ******