OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.
ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE
TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 19(a) HEREOF.
THE
PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES
ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE
FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
BROADVISION, INC.
SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE
Issuance Date:
October
, 2004
Principal: U.S. $
FOR VALUE RECEIVED, BroadVision, Inc., a Delaware corporation (the "Company"),
hereby promises to pay to the order of [PORTSIDE GROWTH AND OPPORTUNITY
FUND][OTHER BUYERS] or registered assigns ("Holder") the amount set out above as
the Principal (as reduced pursuant to the terms hereof pursuant to redemption,
conversion or otherwise, the "Principal") when due, whether upon the Maturity
Date (as defined below), on any Installment Date with respect to the Installment
Amount due on such Installment Date (each, as defined herein), acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and
to pay interest ("Interest") on any outstanding Principal at the rate of 6.00%
per annum (the "Interest Rate"), from the date set out above as the Issuance
Date (the "Issuance Date") until the same becomes due and payable, whether upon
an Interest Date (as defined below), any Installment Date or, the Maturity Date,
acceleration, conversion, redemption or otherwise (in each case in accordance
with the terms hereof).
This Senior Subordinated Secured Convertible Note
(including all Senior Subordinated Secured Convertible Notes issued in exchange,
transfer or replacement hereof, this "Note") is one of an issue of Senior
Subordinated Secured Convertible Notes issued pursuant to the Securities
Purchase Agreement (as defined below) on the Closing Date (collectively, the
"Notes" and such other Senior
Subordinated Secured Convertible Notes, the "Other Notes").
Certain capitalized
terms used herein are defined in Section 29.
(1)
PAYMENTS OF PRINCIPAL.
ON EACH INSTALLMENT DATE, THE COMPANY
SHALL PAY TO THE HOLDER AN AMOUNT EQUAL TO THE INSTALLMENT AMOUNT DUE ON SUCH
INSTALLMENT DATE IN ACCORDANCE WITH SECTION 8.
THE "MATURITY DATE" SHALL BE
NOVEMBER
, 2008, AS MAY BE EXTENDED AT THE OPTION OF THE HOLDER (I)
THROUGH THE DATE THAT IS FIFTEEN (15) BUSINESS DAYS (OR, IN THE CASE OF THE
EVENT OF DEFAULT SPECIFIED IN SECTION 4(A)(IX), SIXTY-FIVE DAYS) AFTER THE CURE
OR TERMINATION OF ANY EVENT OF DEFAULT (AS DEFINED IN SECTION 4(A)) THAT HAS
OCCURRED AND IS CONTINUING ON THE MATURITY DATE (AS MAY BE EXTENDED PURSUANT TO
THIS SECTION 1) OR THE TERMINATION