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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)
Sopheon PLC
Stirling House
Stirling Road
Surrey Research Park
Guildford
Surrey
ENGLAND GU2 5RF
Ladies and Gentlemen:
The undersigned, a shareholder of Teltech Resource Network Corporation,
a Minnesota corporation ("Teltech"), hereby enters into this Agreement pursuant
to Section 8.3(i) of the Agreement and Plan of Merger and Reorganization dated
as of January 21, 2000, pursuant to which Teltech will merge (the "Merger") with
and into a wholly owned subsidiary of Sopheon PLC, a United Kingdom public
company limited by shares ("Sopheon"). The undersigned will receive shares of
common stock of Sopheon ("Sopheon Shares") in connection with the Merger and
agrees with and represents to Sopheon as follows:
1. The undersigned is the holder of and is entitled to vote
___________ shares of the outstanding common stock and ______
shares of the outstanding preferred stock of Teltech. Such
shares, together with any other voting shares of Teltech
acquired by the undersigned after signing this Agreement and
before the effective time of the Merger are referred to herein
as the "Teltech Shares". The undersigned does not own any
other voting shares of Teltech.
2. Except with respect to the exchange of Teltech Shares for
Sopheon Shares pursuant to the Merger, the undersigned has no
current plan or intention to engage in any sale of any Teltech
Shares (whether or not acquired pursuant to the exercise of a
stock option) on, or prior to, the Merger. The undersigned
will immediately notify Sopheon and Teltech in writing via
facsimile of any sale of Teltech Shares by the undersigned on,
or prior to, the Merger.
3. From the date of this Agreement until the effective time of
the Merger, the undersigned will not purchase, sell, exchange,
transfer, pledge or otherwise trade in Sopheon stock or rights
to purchase or sell Sopheon stock. The undersigned understands
and agrees that this prohibition against trading in Sopheon
stock is a requirement of the Dutch Securities and Exchange
Commission and the regulatory bodies of the London Stock
Exchange.
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4. The undersigned will not, without prior written consent of
Sopheon, sell, transfer or otherwise dispose of, or agree to
sell, transfer or otherwise dispose of any Sopheon Shares
owned by the undersigned, or sell or grant options, rights or
warrants with respect to any Sopheon Shares for a period of
180 days after the effective date of the Merger, other than by
gifts to donees who agree to be bound by the same restriction,
or by will or the laws of descent.
5. The undersigned will not sell, transfer or otherwise dispose
of any Sopheon Shares other than through a broker specified by
Sopheon or only after full consultation with such broker.
6. This Agreement shall be enforceable by, and shall inure to the
benefit of and be binding upon, Sopheon and the undersigned
and their respective successors and assigns. With respect to
the undersigned, the term "successors and assigns" includes
heirs, executors, administrators, trustees and successor
trustees, and personal and other representatives. This
Agreement shall be governed by and construed, interpreted, and
enforced in accordance with the laws of the State of
Minnesota, without regard to the conflicts of law provisions
thereof.
Dated: ________________, 2000
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(Signature)
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(Print Name)
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(Address)
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