**Exhibit 2.07**

 

Deed No. 29 July 2005

 

**Agreementon the Purchase and Assignment of a Share**

 

Today, July twenty ninth

Two thousand and five

 

-29.07.2005-

 

appeared before me, the undersigned DeputyNotary Dr. Christian Auktor, officially appointed representative of

 

Dr. Rüdiger Graf von Stoschwith official residence atMunich

 

at the office in Munich, Maximiliansplatz 10:

 

1.                             Mr. Klaus Peter -called Peter-   **Brunner**,born on 22. November 1964,81479 München, Whistlerweg 34 a,identified by his identity card,according to his statement acting on behalf of

 

a)                             the company**Vanatec GmbH**with its principal office in Munich,81929 Munich, Süskindstraße 4,as managing director;

 

b)                            the company **Vanatec Beteiligungsgesellschaft bürgerlichenRechts**,with its principal office in Munich,

 

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                                       81929 Munich, Süskindstraße 4,based upon a power of attorney, the original which is attachedhereto.

 

2.                             Mr. Jochen   **Witte**, born on 28. August 1960,22359 Hamburg, Buchenstieg 13 B,identified by his identity card,according to his statement acting on behalf ofthe company**Versant GmbH**with its principal office in Hamburg,22359 Hamburg, Wiesenkamp 22,as managing director.

 

The persons present requested notarization inthe English language and for parts in the German language. They and the DeputyNotary declared to have sufficient command of the English and German languageto have this document notarized in English respectively German.

 

The persons appearing confirm that the notariesProf. Dr. Geimer and Dr. Graf von Stosch and the Deputy Notary Dr. ChristianAuktor are not active and have not acted in the current matter outside theirofficial function.

 

Upon application of the persons appearing Ihereby notarise their oral declarations made before me during theirsimultaneous presence.

 

**Agreementon the Purchase and Assignment of a Sharein Vanatec GmbHand Shareholders Agreement**

between

 

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**Versant GmbH,**(hereinafter: “**Ve****rsant**”);

**VanatecBeteiligungsgesellschaft bürgerlichen Rechts,**(hereinafter: the “**Partnership**”“);

 (hereinafter jointly the “**Shareholders**”)

and

**Vanatec GmbH,**(hereinafter: “**Company**”)

 

**Preamble**

 

(1)                        Versant is the sole shareholder in the Company.The Company is registered in the Commercial Register (*Handelsregister*)of the Munich Municipal Court (*Amtsgericht*)under HR B 157917. It has a registered share capital of € 25,000. Theshare capital is fully paid up. Versant currently holds the only share in theCompany in the nominal amount of € 25.000.

 

(2)                        The members of the Partnership are theprospective statutory director, Mr. Peter Brunner, and certain prospectiveemployees of the Company. When establishing the Company, Versant intended thatthe Partnership acquire an 80.4 percent interest in the Company’s equity.

 

(3)                        The parties intend to permit one or moreinvestors (hereinafter collectively: “**Investors**”) toacquire shares in the Company, provided such Investor is willing to contributeat least € 1 million to the Company’s equity.

 

Now, therefore, the parties hereby agree asfollows:

 

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**Part 1 – Share Sale and Transfer**

 

**§ 1    Sale and Transfer**

 

(1)                        Versant hereby divides its share in the Companyin the nominal amount of € 25,000 in the Company into two shares, one witha nominal value of € 20,100 and one with a nominal value of € 4,900 (*Teilgeschäftsanteile,*each: a “**PartialShare**”). The Partial Share with a nominal value of € 20,100shall hereafter be referred to as the “**Employees’ Share**”.

 

(2)                        Versant hereby assigns, unconditionally andwithout reservation, with immediate effect vis-à-vis all third parties onePartial Share with a nominal value of € 20,100 (the Employees’ Share**)** to the Partnership. The Partnership hereby accepts suchassignment.

 

(3)                        Having transferred the Employees’ Sharepursuant to paragraph 1 above, Versant now holds a share in the Company in thenominal amount of € 4,900, while the Partnership holds a share in thenominal amount of € 20,100.

 

**§ 2    Dividend Rights**

 

The Employees’ Share isassigned together with all rights as to dividends and other ancillary rights,which have been arisen up to today in connection with such Employees’ Share.

 

**§ 3    Purchase Price**

 

The Partnership agrees to pay to Versant, inconsideration of the sale and transfer of the Employees’ Share pursuant to thisPart 1, a purchase price of € 20,100 (hereinafter: “**Purchase Price**”), which shall be due and payable upon theexecution of this Agreement.

 

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**§ 4    Representations and Warranties**

 

(1)                        Versant represents and warrants to thePartnership that as of today:

 

(a)                         The capital contribution relating to theEmployees’ Share has been fully paid up and not been repaid.

 

(b)                        Versant holds full title to the Employees’Share.  The Employees’ Share is subjectneither to any third-party rights of whatever nature nor to any trust agreement.

 

(2)                        Versant shall hold the Partnership harmlessfrom, and indemnify the Partnership for, any loss, action, claim, suit,proceeding, cost and/or expense incurred by the Partnership as a result of abreach of the representations and warranties as per the preceding subsection hereof,provided that the Partnership (a) notifies Versant promptly in writing ofsuch claim, suit or proceeding and gives Versant authority to proceed as contemplatedbelow, and gives Versant proper and full information and assistance to settleand/or defend any such claim, suit or proceeding, and (b) refrains frommaking any admission or settlement relating to the claim.

 

**§ 5****    ****Approvals**

 

(1)                        The Company hereby approves the sale and transfer of the Employees’Share pursuant to § 1.

 

(2)                        The shareholder’s resolution approving thetransfer of the Employees’ Share hereunder, which is required pursuant to § 6of the Company’s Articles of Association (*Satzung*), hasbeen issued and is attached to this no

 

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tarialdeed as **Exhibit**, only for evidence.

 

**Part 2 – Contribution of Cash**

 

**§ 6****    ****Contribution of Cash**

 

Versantwill contribute € 425.000,00 to the reserves of the Company as per § 272(2) No. 4 of the Commercial Code (*HGB*), of which€ 212.500,00 shall be received by the Company on 3 August 2005 and€ 212.500,00 on 3 November 2005.

 

**Part 3 – Investors**

 

**§ 7****    ****Admission of Investors**

 

The parties agree that the Company will seekInvestors willing to contribute at least € 1 million to the Company’s equity(registered share capital and reserves). The Partnership undertakes to take allsteps reasonably required to accommodate the investment by the Investor,including an increase in the Company’s registered capital, and to support Versantin securing an anti-dilution right as per § 8 below also with respect to the Investors.

 

**§ 8****    ****Antidilution Clause**

 

In the event that, as a consequence of theadmission of such Investor as shareholder in the Company, the resultingpercentage interest in the Company’s registered share capital (hereinafter: “**Percentage Interest**”) held by Versant should be less than19.9%, Versant shall be entitled to request all other shareholders to agree

 

(a)                        to a capital increase permitting Versant toacquire, for a purchase price equivalent to the nominal value, an additionalshare of such nominal value as may be required to increase the aggregate PercentageInterest held by

 

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Versantto 19.9% and

 

(b)                       to set off against the claim for the payment ofthe purchase price, to the extent legally possible, any claims for paymentVersant may have against the Company and/or Versant’s interest in the reservesof the Company.

 

**§ 9****    ****Voting**

 

Versant’sconsent as per § 13 (5) of the Company’s Articles of Association (*Satzung*) shall be required also with respect to (i) enteringinto, modifying or terminating any agreements between the Company and itsmanaging directors as well as (ii) to all resolutions which the partiesmay adopt in their capacity as shareholders that relate to the approval oftransactions by the Company’s management.

 

**§ 10****  ****Liquidation Preference**

 

(1)                        In the event that the amount of the proceeds which in the event of theliquidation of the Company would be allocated to Versant is less than

 

(a)                         the aggregate amount contributed by Versant to

(i)                           the registered share capital of the Company;

(ii)                        the reserves of the Company;

(iii)                     the cost of establishing the Company, includinglegal and tax advice, notary and court fees;

(b)                        plus ten percentinterest p.a.;

(c)                         times two, ifthe transaction generating the proceeds is agreed on or before 31 July 2006;

 

(collectively: “**Minimum Proceeds**”), the entire proceeds from liquidationshall be allocated and paid to Versant. Any proceeds over and above the MinimumProceeds shall be distributed to all parties (including Versant) in

 

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relation to their respectivePercentage Interest.

 

(2)                        In the event of a transfer,in one or more transactions, of 75% or more (at fair-market and/or book values)of the assets of the Company and its Affiliates to an acquirer which is not anAffiliate, as defined below, of theCompany, Versant shall be entitledto request that the Company be liquidated and the proceeds be allocated amongthe parties in accordance with subsection 1 above. **“Affiliates**”,as used herein, shall be all business entities Controlled by, Controlling orunder the same Control as, the relevant party, whereby “**Control**”shall mean ownership, directly or indirectly, of more than one half of theshare capital or the assets, or the power to exercise more than one half of thevoting rights, or the power to appoint more than one half of the members of themanagement board or such other body which is legally representing the businessentity concerned, or the right to manage the affairs of the business entity concerned.

 

(3)                        In the event of a Change of Control, the compensation paid to the shareholders in the Company, be it in cashor in kind, notably in shares in the surviving entity, shall be allocated amongthe parties in accordance with subsection 1 above. “**Change ofControl**”, as used herein, shall mean (a) the transfer, in oneor more transactions, of Control over the Company from the current shareholdersto an acquirer who is not an Affiliate of one of the current shareholders or (b) amerger, amalgamation or similar transaction if, as a result, the formershareholders in the Company are holding less than 50% of the equity in thesurviving entity.

 

**Part 4 - Transfer of Shares**

 

**§ 11****  ****Transfer**

 

(1)                        The approval of either party to a shareholdersresolution permitting the transfer of shares in the Company (hereinafter: “**Shares**”) held by another party (“**Seller**”)shall be granted if the Seller has offered the other parties

 

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to purchase the Shares on thesame terms as the prospective Buyer (“**Buyer**”),provided always the Buyer accedes to this Agreement.

 

(2)                        The approval of either party to a shareholdersresolution permitting the transfer of Shares held by the Seller to an Affiliateshall be granted if the Buyer accedes to this Agreement and agrees to reassignsuch Shares to the party concerned if it should cease to be Affiliated withsuch party.

 

**§ 12****  ****Co-Sale Right (Take Along)**

 

(1)                        Any Seller shall arrange that any Shares heldby the respective other parties (“**Co-Sellers**”)are co-sold, if requested by the Co-Sellers, provided the Seller notifies theCo-Sellers of the intended sale and the Co-Seller concerned notifies the Sellerof its request within thirty days from receipt of such notice. The Seller shalluse its best efforts to cause the Buyer to purchase, on the conditions agreedbetween the Buyer and the Seller, all Shares which the Seller and theCo-Sellers wish to sell. In the event that the Buyer fails to agree to purchaseall Shares, the Seller and the Co-Sellers shall be entitled to sell Shares inrelation to their respective percentage interests on the conditions agreed betweenthe Buyer and the Seller.

 

(2)                        In the event of a transfer of Shares under thisSection, all parties shall consent to a shareholders resolution permitting thetransfer of Shares hereunder, except if the Buyer is a competitor of theCompany or an Affiliate of a competitor or if, as a consequence of thetransfer, the Buyer and/or its Affiliates would hold a share in the Company’sstock exceeding 50%, the parties other than the Co-Sellers shall be entitled towithhold their approval.

 

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**§ 13****  ****Co-Sale Obligation (Drag Along)**

 

(1)                        Either party may require all other parties tosell all of their Shares on the terms and conditions agreed with an unconcernedprospective buyer, if the compensation offered by the Buyer, net of any findersand other fees associated with such sale, and allocable to Versant amounts toat least € 1 million, if the sale is completed on or before 31 July 2006,and to at least € 3 million, if the sale is completed after 31 July 2006.

 

(2)                        In the event of a transfer of Shares under thisSection, all parties shall consent to a shareholders resolution permitting thetransfer of Shares hereunder. The Co-Sale Right as per § 12 above shallnot apply.

 

**Part 5 - Restrictive Covenant**

 

**§ 14****  ****Restrictive Covenant**

 

Theparties shall refrain from competing with the Company, directly or indirectly,in the field of object-relational mapping solutions running on the Microsoft.NETplatform. The purchase of stock in a listed company representing less than twopercent of such company’s capital shall be exempted from this provision,provided that such stock does not carry the right to select such company’smanagers.  The Partnership herebyguarantees that its members will observe this restrictive covenant

 

**Part 6 - General Provisions**

 

**§ 15****  ****Costs**

 

The costs of notarization of this Sale andTransfer Agreement shall be borne by Versant. All other costs arising out of orin conjunction with this Agreement including but not limited to costs ofadvisors shall be borne by the party having

 

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incurred such costs.

 

**§ 16****  ****Confidentiality**

 

Theparties mutually agree to keep the terms of this Agreement and all technicaland commercial information relating to the business of the Company, includingall information, know-how and data made available to the Company by one of theparties, strictly confidential and to refrain from using any such confidentialinformation except as strictly required to perform this Agreement.  Information which the party having receivedsuch information (hereinafter: “**Recipient**”) canshow (a) was in the public domain prior to disclosure; or (b) becamepart of the public domain through no fault of Recipient after disclosure; or (c) upondisclosure was already in its possession and was not previously acquired byRecipient from the party having disclosed such information (hereinafter: “**Owner**”) under an obligation of confidence; or (d) wasmade available to Recipient by an independent third party provided however thatsuch Information was not made available in breach of any obligation of confidenceor non use owed directly or indirectly by the Recipient or the independentthird party to the Owner; or (e) was developed independently by employeesor agents of Recipient who do not have access to the Confidential Information,shall not be regarded as confidential information and shall be exempted fromthis clause. Recipient may disclose confidential information to third parties,including courts of law or government entities, if Recipient is obligated to doso under applicable laws, rules or regulations.  For the avoidance of doubt, this clause shallnot be read to prevent either party hereto from disclosing information to theSecurities and Exchange Commission (SEC) or similar agencies which is requiredto be so disclosed under any laws, rule or regulation.  This confidentiality clause shall remain inforce even after termination of this Agreement.

 

**§ 17****  ****Contractual Penalty**

 

(1)                        Should a party transfer any Shares in violationof any provision of this Agreement, it shall be subject to a contractualpenalty equivalent to the

 

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compensationexpected to be paid by a third party or to be received for the transfer of itsShares.

 

(2)                        Should a party violate the restrictive covenantpursuant § 14 , it shall be subject to a penalty in the amount of€ 20,000 for each two-week period or part thereof in which such violationpersists.

 

(3)                        Should a party violate other provisions of thisAgreement, it shall be subject to a penalty in the amount of € 20,000 foreach violation.

 

(4)                        The penalty shall be paid to the remainingparties pro rata in proportion to the Percentage Interests.

 

(5)                        The other sanctions provided for in thisAgreement and eventual claims for damages over and above the penalty shallremain unaffected.

 

**§ 18****  ****Termination**

 

(1)                        This Agreement (without Part 1) shallautomatically terminate

(a)                         on 31 July 2015;

(b)                        with respect to any individual party, on theday on which it ceases to be a shareholder in the Company in compliance withthe provisions of this Agreement and any all rights and duties of such partyshall have been finally settled,

whicheveris earlier, provided, however, that any provision of this Agreement whichspecifically provides for termination of such provision on another date shallterminate on such other date.

 

(2)                        The right to termination for cause shall remainunaffected, except that no party shall be entitled to make use of this right aslong as the remedies available under this Agreement have not been exhausted.

 

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**§ 19****  ****Assignees, Accession**

 

(1)                        The parties shall use their best efforts ensurethat during the life of this Agreement all shareholders in the Company shallbecome parties to this Agreement.

 

(2)                        The parties hereby offer to any third partyacquiring shares in the Company, whether from one of the parties or newlyissued shares, to accede to this Agreement. The parties agree to be bound by this offer for the life of thisAgreement.  Notwithstanding therestrictions on transfer as per § 11 above and/or pursuant to the Articlesof Association of the Company, the parties undertake to transfer their sharesonly to such buyers who accept the said offer.

 

**§ 20****  ****Completeness**

 

ThisAgreement, including the Exhibit (Declaration of Consent by the Company)contains all the entire understanding between the parties regarding the subjectmatter of this Agreement. Any amendments to, or modifications of, this Agreementshall be valid only if they are in writing. This requirement shall also apply with respect to any waiver of anyprovision of this Agreement, including a waiver of this requirement of writtenform.

 

**§ 21****  ****Precedence**

 

ThisAgreement shall take precedence over the Company’s Articles of Association inthe event of any inconsistency, to the extent legally possible.

 

**§ 22****  ****Applicable Law**

 

ThisAgreement shall be subject to the laws of the Federal Republic of Germany.

 

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**§ 23****  ****Choice of Forum**

 

Alldisputes arising under or in connection with this Agreement shall be submittedexclusively to the courts of Munich, Germany, if the defendant’s residence atthe time of the initiation of the dispute is either unknown or outside ofGermany.

 

**§ 24****  ****Severability**

 

Shouldone or more of the provisions of this Agreement be or become invalid orunenforceable, the validity and enforceability of the other provisions hereofshall not be affected. The invalid or unenforceable provision shall be deemed replacedby a provision that is valid and enforceable and corresponds most closely tothe economic intent of the parties as evidenced by the original provision.

 

**§ 25****  ****Declarations**

 

The parties declare thatthe Company owns neither real property nor buildings on real property owned bythird parties.

 

**§ 26****  ****Copies**

 

A certified copy of this notarial deed shallrespectively be provided to:

•        the contracting parties,

•        the Company as notice pursuant to § 16 Limited Liability CompaniesAct (GmbHG)

•        and the respectively competent Tax Authority - Corporation tax office.

 

A further certified copy shall be provided tovon Boetticher Hasse Lohmann, att. Dr. UlrichLohmann, 80538 Munich, Widenmayerstraße 4.

 

The competent Local Court - Registry court -shall be given the notice required by law by the notary.

 

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**§ 27****  ****Instructions**

 

The notary has advisedthe parties in particular of the following:

 

•                                All agreements must be recorded correctly andcompletely; all declarations which are not recorded may be null and void andmay affect the validity of the entire contract.

 

•                                The assignment of the Partial Share will bevalid only when all approvals required by Articles of Association or law havebeen legally granted. Such approved shall be obtained by the parties themselves.

 

•                                The Company will consider only such person asowner of a share of whose purchase it has been duly notified.

 

•                                It is a condition of the assignment agreed totoday that the Transferor is the rightful owner of the assigned PartialShare.  The law does not provide for abona fide acquisition.

 

•                                An amendment of the Articles of Associationwith respect to the new share relationship may be appropriate.

 

•                                The notary gives no tax advice. He recommendscontacting the tax authorities or a tax advisor regarding the tax effects oftoday’s agreement.

 

This document was read out by the Deputy Notary approved and personallysigned by the persons present:

 

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# **EXHIBIT 1SHAREHOLDERS RESOLUTION**

 

The undersigned Versant GmbH, domiciled inHamburg, in its capacity as sole shareholder in Vanatec GmbH, domiciled inMunich (Company) hereby agrees to proceed to passing the resolution set outbelow in writing, without a meeting, as follows:

 

**RESOLVED:**

 

with all votes: The current only share in theCompany in the nominal amount of € 25,000 shall be divided into twoshares, one with a nominal value of € 20,100 and one with a nominal valueof € 4,900 (*Teilgeschäftsanteile*), and theshare**with a nominal value of € 20,100shall be sold and assigned to Vanatec Beteiligungsgesellschaft bürgerlichenRechts.

 

 

Munich, 29 July 2005

 

 

Jochen WitteGeschäftsführer Versant GmbH

 

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