BroadVision, Inc. ▼

AGREEMENT AND PLAN OF MERGER

Dated as of July 25, 2005

among

Bravo Holdco,

Bravo Merger Sub, LLC

and

BroadVision, Inc.

FIRST AMENDMENT TO LEASE

(Building 6 1600 Seaport Boulevard)

This First Amendment to Lease (First Amendment) is dated for reference purposes, entered into and made effective as of May 9, 2002 at San Francisco, California, by and between PACIFIC SHORES DEVELOPMENT, LLC, a Delaware limited liability company (Lessor) and BROADVISION, INC., a Delaware corporation (Lessee).

R E C I T A L S

A.            Lessor and Lessee entered into that certain written Lease dated February 15, 2000 (Lease), with respect to certain premises identified therein and commonly known as Building 6, Pacific Shores Center, 1600 Seaport Boulevard, Redwood City, California  94060 (Premises).

B.            Lessor and Lessee now desire to amend the Lease (i) to provide for an additional Three Million Five Hundred Thousand Dollar ($3,500,000.00) letter of credit, (ii) to provide an occupancy agreement, and (iii) to release certain Claims (defined herein), all on the terms and conditions set forth below.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Lessor and Lessee each agrees as follows:

BROADVISION, INC.

CHANGE OF CONTROL SEVERANCE BENEFIT PLAN

Section 1.                                          INTRODUCTION.

The BroadVision, Inc. Change of Control Severance Benefit Plan (the Plan) was established effective May 22, 2003.  The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of BroadVision, Inc. (the Company) whose employment with the Company is terminated under specified circumstances following a Change of Control.  Except as provided in clause (ii) of Section 4(b) below, this Plan shall supersede any severance benefit plan, policy or practice previously maintained by the Company.  This Plan document also is the Summary Plan Description for the Plan.

Section 2.                                          DEFINITIONS.

For purposes of the Plan, the following terms are defined as follows:

(a)                                  Annual Target Bonus means the Eligible Employees target cash bonus.

(b)                                  Base Salary means the Eligible Employees annual base salary.

(c)                                  Board means the Board of Directors of the Company.

(d)                                  Change of Control means the occurrence in a single transaction or in a series of related transactions of any one or more of the following events:

(i)                                    any person (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Companys then outstanding securities other than by virtue of a merger, consolidation or similar transaction; provided, however, that there shall be excluded from the foregoing any person who owns, as of the effective date of the Plan, securities of the Company representing more than fifteen percent (15%) of the combined voting power of the Companys then outstanding securities;

(ii)                                there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction;

1

(iii)                            the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur; or

(iv)                               there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition.

Once a Change of Control has occurred, no future events will constitute a Change of Control for purposes of the Plan.

(e)                                  Company means BroadVision, Inc. or, following a Change of Control, the surviving entity resulting from such transaction or the parent company of such surviving entity.

(f)                                    Constructive Termination means an Eligible Employees voluntary termination of employment after one of the following events (excluding clause (i) for Eligible Employees in Level IV) occurs without the Eligible Employees express written consent:

(i)                                    a substantial reduction in the Eligible Employees duties or responsibilities (and not simply a change in title or reporting relationships) in effect immediately prior to the effective date of the Change of Control; provided, however, that it shall not be a Constructive Termination if the Company is retained as a separate legal entity or business unit following the effective date of the Change of Control and the Eligible Employee holds the same position in such legal entity or business unit as the Eligible Employee held before the effective date of the Change of Control;

(ii)                                a material reduction by the Company in the Eligible Employees annual base salary, as in effect on the effective date of the Change of Control or as increased thereafter;

(iii)                            any failure by the Company to continue in effect any benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which the Eligible Employee was participating immediately prior to the effective date of the Change of Control (hereinafter referred to as Benefit Plans), or the taking of any action by the Company that would adversely affect the Eligible Employees participation in or reduce the Eligible Employees benefits under the Benefit Plans or deprive the Eligible Employee of any fringe benefit that he or she enjoyed immediately prior to the effective date of the Change of Control; provided, however, that a Constructive Termination shall not be deemed to have occurred if the Company provides for the Eligible Employees participation in benefit plans and programs that, taken as a whole, are comparable to the Benefit Plans;

(iv)                               a relocation of the Eligible Employees business office to a location more than fifty (50) miles from the location at which the Eligible Employee performed

DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (this �Agreement�) is entered into as of December 20, 2005, by and among BROADVISION, INC., a Delaware corporation (the �Company�), and HONU HOLDINGS LLC (�Purchaser�).

RECITALS

WHEREAS, Purchaser holds a Senior Secured Convertible Promissory Note of the Company in the aggregate principal amount of $15,359,999.00 and with accrued interest as of the date of this Agreement of $181,545.19, and additional interest accruing at the rate of $2,104.11 per day (the �Note�); and

WHEREAS, the Company has authorized the sale and  . . .

     CERTIFICATE OF AMENDMENT OF 
CERTIFICATE OF INCORPORATION OF
BROADVISION, INC.

         BroadVision, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

        FIRST: The name of the Corporation is BroadVision, Inc.

        SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is May 13, 1993.

BROADVISION, INC.

EMPLOYEE STOCK PURCHASE PLAN

Adopted by the Board of Directors on April 16, 1996
Approved by the Stockholders on June 11, 1996
Amended by the Board of Directors on March 11, 1998
Approved by the Stockholders on May 11, 1998
Amended by the Board of Directors on February 3, 1999
Approved by the Stockholders on May 12, 1999
Amended by the Board of Directors on February 26, 2001
Approved by the Stockholders on May 24, 2001
Amended by the Board of Directors on May 1, 2002
Approved by the Stockholders on June 26, 2002
Amended by the Board of Directors on March 25, 2003
Approved by the Stockholders on June 11, 2003

Reflects the three-for-one stock dividends effected in November 1999 and February 2000 and the one-for-nine reverse stock split effected July 29, 2002.

1.     PURPOSE.

        (a)   The purpose of the Employee Stock Purchase Plan (the "Plan") is to provide a means by which employees of BroadVision, Inc., a Delaware corporation (the "Company"), and its Affiliates, as defined in subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be given an opportunity to purchase stock of the Company.

        (b)   The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code").

        (c)   The Company, by means of the Plan, seeks to retain the services of its employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for the success of the Company.

        (d)   The Company intends that the rights to purchase stock of the Company granted under the Plan be considered options issued under an "employee stock purchase plan" as that term is defined in Section 423(b) of the Code.

2.     ADMINISTRATION.

        (a)   The Plan shall be administered by the Board of Directors (the "Board") of the Company unless and until the Board delegates administration to a Committee, as provided in subparagraph 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

        (b)   The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

        (i)    To determine when and how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights (which need not be identical).




        (ii)   To designate from time to time which Affiliates of the Company shall be eligible to participate in the Plan.




        (iii)  To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power,

BROADVISION, INC.

EMPLOYEE STOCK PURCHASE PLAN

Adopted April 16, 1996

Approved By Stockholders June 11, 1996

Amended March 11, 1998

Approved by Stockholders May 11, 1998

Amended February 3, 1999

Approved by the Stockholders May 12, 1999