-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IehuIwhzKdOIvI4Qh6nhryhRXDndhbc5zpevC/DxatMhupd3qS3lRuaDW0dpJLih btxmmEAnyvhiF2ujS3a/rA== 0001104659-05-057213.txt : 20051122 0001104659-05-057213.hdr.sgml : 20051122 20051122123515 ACCESSION NUMBER: 0001104659-05-057213 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 GROUP MEMBERS: BRAVO HOLDCO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADVISION INC CENTRAL INDEX KEY: 0000920448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943184303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49117 FILM NUMBER: 051220511 BUSINESS ADDRESS: STREET 1: 585 BROADWAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6502615100 MAIL ADDRESS: STREET 1: 585 BROADWAY CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vector Capital CORP CENTRAL INDEX KEY: 0001335245 IRS NUMBER: 943311525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 456 MONTGOMERY STREET, 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: (415) 293-5000 MAIL ADDRESS: STREET 1: 456 MONTGOMERY STREET, 19TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 a05-20710_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

BROADVISION, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

111412 10 2

(CUSIP Number)

Vector Capital Corporation, Bravo Holdco
c/o Vector Capital Corporation
456 Montgomery Street, 19th Floor
San Francisco, CA 94104
Telephone: (415) 293-5000
Attn: Christopher Nicholson

with a copy to:

Michael J. Kennedy
O’Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, CA 94111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 18, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 111412 10 2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vector Capital Corporation

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO (see Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0 shares of Common Stock (see Items 3, 4 and 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock (see Items, 3, 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0% (see Items, 3, 4 and 5)

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bravo Holdco

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO (see Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0 shares of Common Stock (see Items 4 and 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock (see Items 3, 4 and 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0% (see Items 3, 4 and 5)

	14.	Type of Reporting Person (See Instructions) OO

This Third Amended Statement (this “Third Amended Statement”) to the initial Schedule 13D filed with the Securities and Exchange Commission on behalf of Vector Capital Corporation, a Delaware corporation (“Vector Capital”), and Bravo Holdco, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Bravo Holdco” and, together with Vector Capital, the “Reporting Persons”) on August 4, 2005 (the “Initial Statement”) as amended pursuant to the first amendment thereto on August 15, 2005 (the “First Amended Statement”) and pursuant to the second amendment thereto on November 3, 2005 (the “Second Amended Statement,” and together with the First Amended Statement and the Initial Statement, the “Prior Statements”) is being filed pursuant to Rule 13d-2 of the Securities Exchange Act, as amended, on behalf of the Reporting Persons to amend certain information previously reported by the Reporting Persons in the Prior Statements by adding the information set forth below to the items indicated. Unless otherwise stated herein, all capitalized terms used in this Third Amended Statement have the same meanings as those set forth in the Prior Statements.

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows:
On November 18, 2005, BroadVision, Bravo Holdco and Merger Sub entered into a Mutual Termination Agreement (the “Termination Agreement”), terminating the Merger Agreement. The Termination Agreement is filed as Exhibit 99.6 hereto and is incorporated herein by reference. This description of the Termination Agreement contained in this Item 3 is qualified in its entirety by reference to the full text of the Termination Agreement.
As a result of the termination of the Merger Agreement, the Voting Agreement with Dr. Chen has terminated in accordance with its terms. As a consequence, neither Vector Capital nor Bravo Holdco has any interest in the securities of BroadVision over which either Vector Capital or Bravo Holdco may have been deemed to have had beneficial ownership as reported in the Prior Statements.
Item 4.	Purpose of Transaction
Item 4 is hereby supplemented by reference to Item 3 in this Third Amended Statement, which is incorporated herein in its entirety, and supplemented as follows:
On November 18, 2005, Vector III, BroadVision and Dr. Chen entered into a Transfer Agreement (the “Chen Transfer Agreement”), pursuant to which Dr. Chen agreed to acquire from Vector III through a limited liability company that is wholly owned by Dr. Chen all of Vector III’s rights, title and interest in, to and under all of the Notes held by Vector III, effective November 21, 2005. A form of the Chen Transfer Agreement is filed as Exhibit 99.7 hereto and is incorporated herein by reference. This description of the Chen Transfer Agreement contained in this Item 3 is qualified in its entirety by reference to the full text of the Chen Transfer Agreement.
The Reporting Persons have no plans or proposals with respect to any of the securities of BroadVision.
Item 5.	Interest in Securities of the Issuer
Item 5 is hereby supplemented by reference to Item 3 and Item 4 in this Third Amended Statement, which are incorporated herein in their entirety, and supplemented as follows:
The Reporting Persons expressly disclaim any interest in any of the securities of BroadVision.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby supplemented as follows:
Reference is made to the Termination Agreement and the Chen Transfer Agreement described in Item 3 and Item 4, respectively, of this Third Amended Statement. The description of such agreements herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a form of which is attached hereto as Exhibit 99.6, and the Chen Transfer Agreement, a form of which is attached hereto as Exhibit 99.7.
Item 7.	Material to Be Filed as Exhibits
	99.6 Form of Termination Agreement dated as of November 18, 2005.
	99.7 Form of Chen Transfer Agreement dated as of November 18, 2005.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 22, 2005
	VECTOR CAPITAL CORPORATION

	By:	/s/ Christopher Nicholson
	Name:		Christopher Nicholson
	Title:		Authorized Person


	BRAVO HOLDCO

	By:	/s/ Christopher Nicholson
	Name:		Christopher Nicholson
	Title:		Director

INDEX TO EXHIBITS

Exhibit Number		Document

1		Joint Filing Agreement dated August 4, 2005 among Vector Capital Corporation and Bravo Holdco (incorporated herein by reference to the Reporting Persons’ Schedule 13D filed on August 4, 2005).

99.1.		Agreement and Plan of Merger dated as of July 25, 2005 by and among BroadVision, Bravo Holdco and Merger Sub (incorporated herein by reference to the Reporting Persons’ Schedule 13D filed on August 4, 2005).

99.2.		Voting Agreement dated as of July 25, 2005 by and between Bravo Holdco and Dr. Chen and the Pehong Chen and Adele W. Chi Trustees, The Chen Family Trust dated 1/15/93 (incorporated herein by reference to the Reporting Persons’ Schedule 13D filed on August 4, 2005).

99.3		Amendment to Voting Agreement and Proxy dated as of August 15, 2005 by and between Bravo Holdco and Dr. Chen and the Pehong Chen and Adele W. Chi Trustees, The Chen Family Trust dated 1/15/93 (incorporated herein by reference to the Reporting Persons’ First Amended Schedule 13D filed on August 15, 2005).

99.4		Form of Transfer Agreement dated as of October 28, 2005 (incorporated herein by reference to the Reporting Persons’ Second Amended Schedule 13D filed on November 3, 2005).

99.5		Form of Consent Agreement dated as of October 28, 2005 (incorporated herein by reference to the Reporting Persons’ Second Amended Schedule 13D filed on November 3, 2005).

99.6		Form of Termination Agreement dated as of November 18, 2005.

99.7		Form of Chen Transfer Agreement dated as of November 18, 2005.

EX-99.6 2 a05-20710_1ex99d6.htm EXHIBIT 99

EXHIBIT 99.6

FORM OF

MUTUAL TERMINATION AGREEMENT

MUTUAL TERMINATION AGREEMENT, dated as of November 18, 2005 (this “Agreement”), by and among BroadVision, Inc. (the “Company”), a Delaware corporation, Bravo Holdco (“Parent”), an exempted company with limited liability incorporated under the laws of the Cayman Islands and Bravo Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company.

RECITALS

WHEREAS, the Company, Parent and Merger Sub are parties to an Agreement and Plan of Merger, dated as of July 25, 2005 (as amended, the “Merger Agreement”) (capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement); and

WHEREAS, the Company, Parent and Merger Sub wish to terminate the Merger Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Company, Parent and Merger Sub hereby agree as follows:

1. The Company, Parent and Merger Sub hereby agree that (i) subject to Section 3 hereof, the Merger Agreement is terminated as of the date hereof by mutual written consent in accordance with Section 7.1(a) thereof without any liability on the part of Parent, Merger Sub, the Company, or any of their respective parents, subsidiaries, directors, officers, agents, representatives, shareholders and other affiliates (“Related Parties”) (and each of their respective Related Parties), except as provided herein, and (ii) the Company shall pay to Parent an amount of cash equal to $980,000 plus interest accruing at an annual rate of 6% ($161.10 per day) from and after the date hereof until the date such amount is paid in full (collectively, the “Expense Reimbursement”) on or before January 17, 2006 by wire transfer in immediately available funds to Parent pursuant to the written instructions provided to the Company by Parent. If the Company fails to make the required payment in a timely manner, Parent and Merger Sub shall be entitled to exercise the rights and shall be entitled to indemnification set forth in Section 7.3(h) of the Merger Agreement.

2. Each of the Company, Parent and Merger Sub, on behalf of itself and all present or former parents, subsidiaries and other affiliates, hereby releases the other parties and their Related Parties (and each of their respective Related Parties) from all claims, demands, debts, liabilities, obligations, agreements, promises, losses, damages, demands, rights, actions or causes of action, whether known or unknown, whether at law or equity, whether direct or derivative (herein “Claim” or “Claims”) arising under or relating to the Merger Agreement or any of the transaction(s) described or referred to in the Merger Agreement; provided however, that nothing in this Agreement shall be

construed to release any Claim arising under or relating to the Non-Disclosure Agreement, this Agreement or the Transfer Agreement (as defined below).

3. It is a condition precedent to the effectiveness of this Agreement that Pehong Chen enter into that certain transfer agreement with Vector Capital III, L.P., an affiliate of Parent and Merger Sub (“Vector III”), in the form attached hereto as Exhibit A (the “Transfer Agreement”), pursuant to which Pehong Chen agrees to cause Honu Holdings LLC to acquire the entire rights, title and interest in, to and under those certain Senior Subordinated Secured Convertible Notes (the “Note”) of the Company of an aggregate principal amount of $12,799,999 held by Vector III and consummate the transactions contemplated thereby, including the full payment of the Purchase Price (as defined in the Transfer Agreement) to Vector III.

4. Each of the Company, Parent and Merger Sub hereby represents and warrants to the other parties that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with its provisions, (b) this Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

5. This Agreement shall be construed and enforced in accordance with, and be governed by, the laws of the State of Delaware without regard to its conflict of law provisions, and it may not modified, amended or terminated, nor may the provisions hereof be waived, other than in a written instrument executed by all parties hereto.

6. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Mutual Termination Agreement as an agreement as of the date first above written.

	BRAVO HOLDCO


	By:
		Name: Christopher Nicholson
		Title: Director


	BRAVO MERGER SUB, LLC


	By:
		Name: Christopher Nicholson
		Title: Chief Executive Officer


	BROADVISION, INC.


	By:
		Name: Pehong Chen
		Title: Chief Executive Officer

EXHIBIT A

See Exhibit 99.7 to
this Third Amended Statement

EX-99.7 3 a05-20710_1ex99d7.htm EXHIBIT 99

EXHIBIT 99.7

FORM OF

TRANSFER AGREEMENT

THIS TRANSFER AGREEMENT, dated as of November 18, 2005 (this “Agreement”), is between Vector Capital III, L.P. (the “Seller”), Pehong Chen (the “Buyer”) and BroadVision, Inc., a Delaware corporation (the “Issuer”).

WHEREAS, on November 9, 2005, the Seller acquired the entire rights, title and interest in, to and under those certain Senior Subordinated Secured Convertible Notes of the Issuer of an aggregate principal amount of $12,799,999 (the “Note”); and,

WHEREAS, the Seller desires to sell and assign to the Buyer, and the Buyer desires to purchase from the Seller, the Seller’s entire rights, title and interest in, to and under the Note (such sale, assignment and purchase, the “Transaction”).

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Pursuant to the terms hereof, the Seller hereby sells, transfers, assigns, delegates and conveys unto the Buyer’s assignee, Honu Holdings LLC, a Delaware limited liability company wholly owned by the Buyer (“Holdings”), without recourse, any and all rights, title, interests, duties and obligations to the Note, including, without limitation, all rights, title, interests, duties and obligations arising out of or incurred in connection with such assets, for an aggregate purchase price equal to the sum of (i) $15,359,999 (equal to 120% of the Principal to be assigned), and (ii) accrued and unpaid interest (including default interest) on such Principal equal to $120,526 as of November 21, 2005 and accruing at a rate of $2,104.11 per day for each day thereafter (the “Purchase Price”), payable no later than the close of business on the first business day after the date hereof. The Buyer, on behalf of himself and Holdings, hereby accepts the foregoing assignment and delegation, accepts the Note and assumes all of the Seller’s rights, title, interests, duties and obligations (whether arising before or after execution of this Agreement) with respect to the Note. Each of the Buyer and the Seller shall take all necessary actions to consummate the sale and transfers contemplated hereunder and to vest legal title to the Note in Holdings, including (a) complying with the requirements of Section 2(f) of the Securities Purchase Agreement, dated as of November 10, 2004, by and among the Issuer, the Seller and certain other parties (the “Securities Purchase Agreement”), and (b) surrendering the Note to the Issuer and requesting that the Issuer issue and deliver a replacement Senior Subordinated Secured Convertible Note of the Issuer in the name of Holdings in accordance with the procedures described in Section 19 of the Note.

2. Each of the Buyer and the Seller has, or may have obtained, material non-public information concerning the Issuer and the Note (“Excluded Information”) and is precluded from sharing any such Excluded Information with the other party. In connection therewith, the Buyer and the Seller each acknowledge, understand and agree, as follows: (a) the Buyer has requested that the Seller not disclose to it any of the Seller’s Excluded Information, and the Seller has

requested that the Buyer not disclose to it any of the Buyer’s Excluded Information, and (b) the Seller has complied with the Buyer’s request not to disclose to the Buyer the Seller’s Excluded Information, and the Buyer has complied with the Seller’s request not to disclose to the Seller the Buyer’s Excluded Information. As a consequence of such non-disclosure of each party’s Excluded Information, there may exist a disparity of information between the Buyer and the Seller with respect to the Note and/or the Issuer. Each of the Buyer and the Seller acknowledges that if it had been informed of the other party’s Excluded Information, the Note may have a lesser or greater value than the Purchase Price. Each of the Buyer and the Seller acknowledges it may not be in such party’s best interest to proceed with the Transaction at this time.

3. As a condition to the Buyer’s agreement to buy, and the Seller’s agreement to sell, the Note: (a) the Buyer, on behalf of himself and Holdings, expressly releases the Seller from any and all liabilities arising from the Seller’s failure to disclose the Seller’s Excluded Information, or the Buyer’s inability to review the Seller’s Excluded Information, and (b) the Seller expressly releases the Buyer and Holdings from any and all liabilities arising from the Buyer’s failure to disclose the Buyer’s Excluded Information, or the Seller’s inability to review the Buyer’s Excluded Information, provided, however, in either case, that the Seller’s Excluded Information shall not and does not affect the truth or accuracy of the Seller’s representations and warranties made herein and the Buyer’s Excluded Information shall not and does not affect the truth or accuracy of the Buyer’s representations and warranties made herein.

4. The Buyer represents, warrants and acknowledges, as applicable, that each of the Buyer and Holdings: (a) is a sophisticated purchaser with respect to the Note, (b) has adequate information concerning the Note, (c) has adequate information concerning the business and financial condition of the Issuer and any affiliates of the Issuer, (d) has conducted, to the extent he or it deemed necessary, an independent investigation of such matters as, in his or its judgment, is necessary for it to make an informed investment decision with respect to the Note, the Issuer and the Transaction, (e) has not relied upon the Seller for any investigation into, assessment of, or evaluation with respect to the Note, the Issuer and/or the Transaction, (f) is buying the Note as principal, for his or its own account and not as a broker or agent for another party, and for investment purposes only, and not with a view toward distribution or resale, and (g) is an accredited investor, as defined in Rule 501 under the Securities Act of 1933, as amended.

5. The Seller represents, warrants and acknowledges, as applicable, that it: (a) is a sophisticated seller with respect to the Note, (b) has adequate information concerning the Note, (c) has adequate information concerning the business and financial condition of the Issuer and any affiliates of the Issuer, (d) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the Note, the Issuer and the Transaction, (e) has not relied upon the Buyer or Holdings for any investigation into, assessment of, or evaluation with respect to the Note, the Issuer and/or the Transaction, (f) acquired the Note as principal, for its own account and not as a broker or agent for another party, and for investment purposes only and not with a view toward distribution or resale, (g) holds good and valid legal title to the Note free and clear of all liens, claims and encumbrances, and (h) has not engaged in any form of general solicitation or advertising in connection with the sale of the Note.

6. Notwithstanding anything in this Transfer Agreement, the Securities Purchase Agreement, the Note or the Noteholders Agreement dated as of October 21, 2005, between the Issuer and certain other parties thereto (collectively, the “Notes Documents”) to the contrary, the Buyer agrees that he shall not deliver to the Issuer any Event of Default Redemption Notice for any reason or exercise any other remedies under the Notes Documents from and after the date hereof until the second business day after the Expense Reimbursement (as defined in the Mutual Termination Agreement referred to below) (including interest, fees, expenses, charges or other amounts accruing on or after the filing of any petition in bankruptcy or for reorganization at the rate or in the amount otherwise applicable thereto, whether or not any such interest, fees, expenses, charges or other amount is an allowed claim, the “Termination Payment”) is paid in full in cash to Bravo Holdco, an exempted company with limited liability incorporated under the laws of the Cayman Islands and affiliate of Vector III, pursuant to that certain Mutual Termination Agreement entered into by and among the Issuer, Bravo Holdco, and Bravo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Bravo Holdco, dated as of the date hereof (the “Mutual Termination Agreement”).

7. Notwithstanding anything in the Notes Documents to the contrary, each of the Buyer, the Seller and the Issuer agree that from and after the date hereof and until two business days after the Termination Payment is paid in full in cash (the “Expiration Date”): (a) the Buyer agrees to defer, and hereby gives notice to the Issuer of his election to defer, all principal and interest and any other fees, payments or penalties that are due or become due under the Note from and after the date hereof until the Expiration Date; and (b) the Issuer agrees not to pay any principal, interest or any other fees, payments or penalties that are due under the Note or become due from and after the date hereof until the Expiration Date.

8. The Buyer further covenants and agrees that the Issuer’s obligations to make any payments under the Note, including principal, interest or any other fees, payments or penalties (the “Subordinated Payments”) are hereby expressly made subordinate and subject in right of payment to the prior payment in full of the Termination Payment in cash, all to the extent and in the manner provided in the Mutual Termination Agreement. The Issuer shall not make any Subordinated Payments until the Expiration Date. Upon any payment or distribution of assets of the Issuer of any kind or character, whether in cash, securities or other property, to creditors of the Issuer in a bankruptcy, insolvency, receivership, assignment for the benefit of creditors, marshalling of assets or similar proceeding of or relating to the Issuer or its property, assets or creditors, the Seller shall be entitled to receive payment in full, in cash, of the Termination Payment before the Buyer shall be entitled to receive any payment of principal or interest or any other payment or distribution of assets with respect to any Subordinated Payments, and until the Termination Payment is paid in full as provided herein, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, securities or property, to which the Buyer would be entitled but for the subordination provisions in this Agreement shall be made by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution directly to the Seller to the extent necessary to pay the Termination Payment in full in cash. In the event that, notwithstanding the provisions of this Agreement, the Issuer shall make any Subordinated Payment to the Buyer not expressly authorized under the terms hereof, such Subordinated Payment shall be held in trust by the Buyer for the benefit of the Seller and shall be paid over immediately (without necessity of demand) to the Seller, for

application to the payment of the Termination Payment until the same shall have been paid in full in cash.

9. The Buyer agrees that each of the representations, covenants and agreements of the Buyer herein (including without limitation the prohibitions and limitations set forth in Sections 6, 7 and 8 hereof) shall also be deemed to be a representation, covenant and agreement of Holdings as if originally made by Holdings herein and that any breach thereof by Holdings shall be deemed to be a breach thereof by the Buyer. The Buyer shall indemnify and hold harmless the Seller against any breach by Holdings of any such representation, covenant or agreement.

10. Each of the Buyer and the Seller hereby represents and warrants to the other party that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with its provisions, (b) this Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

11. Each party acknowledges that the other party is relying on this Agreement in engaging in the Transaction, and would not engage in the Transaction in the absence of this Agreement and the provisions contained herein.

12. The foregoing representations, warranties, acknowledgments and agreements shall be deemed made as of the date of this Agreement and shall survive the sale and delivery of the Note hereunder.

13. This Agreement may be executed by manual or facsimile signature, and in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall be deemed to be one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date set forth above.

	SELLER:

	VECTOR CAPITAL III, L.P.

	By: Vector Capital Partners III, L.L.C., its General Partner

	By:

	Name:

	Title:


	BUYER:

	PEHONG CHEN

	Signed:

	Address:




	ISSUER:

	BROADVISION, INC.


	By:

	Name:

	Title:

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Under the Securities Exchange Act of 1934
(Amendment No. 3)*