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ANNEX A-5
FORM OF
LOCKUP AGREEMENT
(FOR 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 365 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 ___________________________________________
(Signature)
___________________________________________
(Print Name)
___________________________________________
___________________________________________
___________________________________________
(Address)
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