Share Purchase Agreement – BroadVision (Delaware) LLC and CHRM LLC

BROADVISION (DELAWARE) LLC

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “Agreement”) is made as
of November 14, 2008 between BroadVision Delaware LLC, a
Delaware limited liability company (the “Company”), and CHRM
LLC, a Delaware limited liability company (“Purchaser”).

Whereas, the Company desires to issue, and Purchaser desires
to acquire, a limited liability company interest in the Company as herein
described, on the terms and conditions hereinafter set forth; and

Whereas, the issuance of Shares (as hereinafter defined)
hereby is being made in conformity with Regulation D promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Act);

Now, Therefore, It Is Agreed between the parties as follows:

1. Purchase and Sale of Shares.
Purchaser hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to Purchaser, an aggregate of Twenty
(20) Class B Shares of the Company (the “Shares”) at
$100.00^*
per Share, for an aggregate purchase price of
$2,000.00^*,
payable as follows:

Transfer of intellectual property rights pursuant to the

Technology Assignment Agreement attached as Exhibit A
……………………………………………………$2,000.00^*

The closing hereunder, including payment for and issuance of the Shares,
shall occur concurrently with the execution of this Agreement.

2. Limitations on Transfer.
In addition to any other limitation on transfer created by applicable
securities laws and the Company153s operating agreement, Purchaser shall not
assign, hypothecate, donate, encumber or otherwise dispose of any interest in
the Shares except in compliance with the provisions herein, the Company153s
operating agreement and applicable securities laws. Furthermore, the Shares
shall be subject to any right of first refusal in favor of the Company or its
assignees that may be contained in the Company153s Bylaws or operating agreement.

3. Investment Representations. In
connection with the purchase of the Shares, Purchaser represents to the Company
the following:

(a) Purchaser is aware of the Company153s business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing the Shares for investment for Purchaser153s own account only and not
with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Act.

(b) Purchaser understands that the Shares have not been
registered under the Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser153s
investment intent as expressed herein.

(c) Purchaser further acknowledges and understands that the
Shares must be held indefinitely unless the Shares are subsequently registered
under the Act or an exemption from such registration is available. Purchaser
further acknowledges and understands that the Company is under no obligation to
register the Shares.

(d) Purchaser is familiar with the provisions of Rules 144
and 701, under the Act, as in effect from time to time, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or
indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of issuance of
the securities, such issuance will be exempt from registration under the Act. In
the event the Company becomes subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under
Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the
satisfaction of certain of the conditions specified by Rule 144 and the market
stand-off provision described in Section 10 below.

In the event that the sale of the Shares do not qualify under Rule 701 at the
time of purchase, then the Shares may be resold by Purchaser in certain limited
circumstances subject to the provisions of Rule 144, which requires, among other
things: (i) the availability of certain public information about the Company and
(ii) the resale occurring following the required holding period under Rule 144
after the Purchaser has purchased, and made full payment of (within the meaning
of Rule 144), the securities to be sold.

(e) Purchaser further understands that at the time Purchaser
wishes to sell the Shares there may be no public market upon which to make such
a sale, and that, even if such a public market then exists, the Company may not
be satisfying the current public information requirements of Rule 144 or 701,
and that, in such event, Purchaser would be precluded from selling the Shares
under Rule 144 or 701 even if the minimum holding period requirement had been
satisfied.

(f) Purchaser further warrants and represents that Purchaser
has either (i) preexisting personal or business relationships, with the Company
or any of its officers, directors or controlling persons, or (ii) the capacity
to protect his own interests in connection with the purchase of the Shares by
virtue of the business or financial expertise of himself or of professional
advisors to Purchaser who are unaffiliated with and who are not compensated by
the Company or any of its affiliates, directly or indirectly.

4. Market Stand-Off Agreement. Purchaser
shall not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale, any Shares or other securities of the Company
held by Purchaser, including the Shares (the “Restricted Securities”), for a
period of time specified by the managing underwriter (not to exceed one hundred
eighty (180) days, extendable by the managing underwriter under certain
circumstances for up to an additional seventeen (17) days) following the
effective date of a registration statement of the Company filed under the Act.
Purchaser agrees to execute and deliver such other agreements as may be
reasonably requested by the Company and/or the managing underwriter which are
consistent with the foregoing or which are necessary to give further effect
thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to Purchaser153s Restricted Securities
until the end of such period.

5. Refusal to Transfer.
The Company shall not be required (a) to transfer on its books any
Shares of the Company which shall have been transferred in violation of any of
the provisions set forth in this Agreement or (b) to treat as owner of such
shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such shares shall have been so transferred.

6. MISCELLANEOUS.

(a) Notices. Any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or sent by telegram or fax or three days after
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to the other party hereto at his address
hereinafter shown below its signature or at such other address as such party may
designate by ten (10) days153 advance written notice to the other party hereto.

(b) Successors and Assigns. This Agreement
shall inure to the benefit of the successors and assigns of the Company and,
subject to the restrictions on transfer herein set forth, be binding upon
Purchaser, Purchaser153s successors, and assigns.

(c) Attorneys153 Fees; Specific Performance.
Purchaser shall reimburse the Company for all costs incurred by the
Company in enforcing the performance of, or protecting its rights under, any
part of this Agreement, including reasonable costs of investigation and
attorneys153 fees.

(d) Governing Law; Venue. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California. The parties agree that any action brought by either party to
interpret or enforce any provision of this Agreement shall be brought in, and
each party agrees to, and does hereby, submit to the jurisdiction and venue of,
the appropriate state or federal court for the district encompassing the
Company153s principal place of business.

(e) Further Execution. The parties agree to
take all such further action(s) as may reasonably be necessary to carry out and
consummate this Agreement as soon as practicable, and to take whatever steps may
be necessary to obtain any governmental approval in connection with or otherwise
qualify the issuance of the securities that are the subject of this Agreement.

(f) Independent Counsel. Purchaser
acknowledges that this Agreement has been prepared on behalf of the Company by
Cooley Godward Kronish LLP, counsel to the Company and that Cooley Godward
Kronish LLP does not represent, and is not acting on behalf of, Purchaser.
Purchaser has been provided with an opportunity to consult with Purchaser153s own
counsel with respect to this Agreement.

(g) Entire Agreement; Amendment. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes and merges all prior agreements or
understandings, whether written or oral. This Agreement may not be amended,
modified or revoked, in whole or in part, except by an agreement in writing
signed by each of the parties hereto.

(h) Severability. If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii)
the balance of the Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.

(i) Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.

In Witness Whereof, the parties hereto have executed this
Agreement as of the day and year first above written.

Company:

BroadVision (Delaware) LLC

By: /s/ Pehong Chen

Pehong Chen

Manager

Address: 1600 Seaport Boulevard

North Building, Fifth Floor

Redwood City, CA 94063

Purchaser:

CHRM LLC

By: /s/ Pehong Chen

Pehong Chen

Manager

Address: 93 Ridgeview Drive

Atherton, CA 94027

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^* Subject to adjustment under certain circumstances as provided in
the Company153s operating agreement.

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Exhibit A

TECHNOLOGY ASSIGNMENT AGREEMENT

This Technology Assignment Agreement (the “Agreement”) is
made and entered into as of November 14, 2008 between CHRM LLC
(“Assignor”) and BroadVision (Delaware) LLC, a Delaware limited
liability company (the “Company”). The parties hereto agree as follows.

1. Assignor hereby irrevocably assigns, sells, transfers and
conveys to the Company all right, title and interest, on a worldwide basis, in
and to the technology and other rights described in Schedule 1 attached hereto
and all applicable intellectual property rights, on a worldwide basis, related
thereto, including, without limitation, copyrights, trademarks, trade secrets,
patents, patent applications, moral rights, contract and licensing rights (the
“Property”). In consideration for such transfer of the Property, the Company
shall issue to Assignor 20 of its Class B Shares (the “Payment”). Assignor
hereby acknowledges that it retains no right to use the Property and agrees not
to challenge the validity of the Company153s ownership of the Property.

2. Upon each request by the Company, without additional
consideration, Assignor agrees to promptly execute documents, testify and take
other acts at the Company153s expense as the Company may deem necessary or
desirable to procure, maintain, perfect, and enforce the full benefits,
enjoyment, rights, title and interest, on a worldwide basis of the Property
assigned hereunder, and render all necessary assistance in making application
for and obtaining original, divisional, renewal, or reissued utility and design
patents, copyrights, mask works, trademarks, trade secrets, and all other
technology and intellectual property rights throughout the world related to any
of the Property, in the Company153s name and for its benefit. In the event the
Company is unable for any reason, after reasonable effort, to secure Assignor153s
signature on any document needed in connection with the actions specified
herein, Assignor hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as its agent and attorney in fact, which
appointment is coupled with an interest, to act for and in its behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of this paragraph with the same legal
force and effect as if executed by Assignor. Assignor hereby waives and
quitclaims to the Company any and all claims, of any nature whatsoever, which
Assignor now or may hereafter have for infringement of any Property assigned
hereunder.

3. Assignor further agrees to deliver to the Company upon
execution of this Agreement any and all tangible manifestations of the Property,
including, without limitation, all notes, records, files and tangible items of
any sort in its possession or under its control relating to the Property. Such
delivery shall include all present and predecessor versions. In addition,
Assignor agrees to provide to the Company from and after the execution of this
Agreement and at the expense of the Company competent and knowledgeable
assistance to facilitate the transfer of all information, know-how, techniques,
processes and the like related to such tangible manifestation and otherwise
comprising the intangible aspects of the Property.

4. Assignor represents and warrants to the Company that (a)
Assignor is the sole owner of the Property and has full and exclusive right to
assign the rights assigned herein, (b) Assignor has full right and power to
enter into and perform this Agreement without the consent of any third party,
(c) all of the Property is free and clear of all claims, liens, encumbrances and
the like of any nature whatsoever, (d) the Property is an original work of
Assignor, (e) none of the Property infringes, conflicts with or violates any
patent or other intellectual property right of any kind (including, without
limitation, any trade secret) or similar rights of any third party, (f) Assignor
was not acting within the scope of employment or other service arrangements with
any third party when conceiving, creating or otherwise performing any activity
with respect to the Property, (g) the execution, delivery and performance of
this Agreement does not conflict with, constitute a breach of, or in any way
violate any arrangement, understanding or agreement to which Assignor is a party
or by which Assignor is bound, and (h) Assignor has maintained the Property in
confidence and has not granted, directly or indirectly, any rights or interest
whatsoever in the Property to any third party.

5. Assignor further represents and warrants to the Company
that no claim, whether or not embodied in an action past or present, of any
infringement, of any conflict with, or of any violation of any patent, trade
secret or other intellectual property right or similar right, has been made or
is pending or threatened against Assignor relative to the Property. Assignor
agrees to promptly inform the Company of any such claim arising or threatened in
the future with respect to the Property or any part thereof.

6. Assignor will indemnify and hold harmless the Company,
from any and all claims, losses, liabilities, damages, expenses and costs
(including attorneys153 fees and court costs) which result from a breach or
alleged breach of any representation or warranty of Assignor (a “Claim”) set
forth in this Agreement, provided that the Company gives Assignor written notice
of any such Claim and Assignor has the right to participate in the defense of
any such Claim at its expense.

7. This Agreement and the Exhibits attached hereto
constitute the entire, complete, final and exclusive understanding and agreement
of the parties hereto with respect to the subject matter hereof, and supersedes
any other prior or contemporaneous oral understanding or agreement or any other
prior written agreement. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the parties hereto.

8. This Agreement will be governed and construed in
accordance with the laws of the State of California as applied to transactions
taking place wholly within California between California residents. Assignor
hereby expressly consents to the personal jurisdiction of the state and federal
courts located in San Mateo County, California, for any lawsuit filed there
against Assignor by the Company arising from or related to this Agreement.

9. If any provision of this Agreement is found invalid or
unenforceable, in whole or in part, the remaining provisions and partially
enforceable provisions will, nevertheless, be binding and enforceable.

10. Failure by either party to exercise any of its rights
hereunder shall not constitute or be deemed a waiver or forfeiture of such
rights.

11. The provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.

In Witness Whereof, the parties hereto have executed this
Agreement as of the day and year first above written.

COMPANY:

BroadVision (Delaware) LLC

By: /s/ Pehong Chen

Pehong Chen

Manager

ASSIGNOR:

CHRM LLC

By: /s/ Pehong Chen

Pehong Chen

Manager

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Schedule 1 to Technology Assignment Agreement

DESCRIPTION OF TECHNOLOGY

All right, title and interest of Assignor and of all persons claiming by,
through and under Assignor in, to and under all intellectual property or other
rights of any kind or description relating to the “CHRM” software development
project currently being pursued by BroadVision, Inc. and its affiliates, however
such rights may have been developed or acquired and whether or not such rights
have been reduced to writing.

The types of rights assigned hereby include, without limitation: (a) trade
secrets, inventions, ideas, processes, computer source and object code, data,
formulae, programs, other works of authorship, know-how, improvements,
discoveries, developments, designs, and techniques; (b) information regarding
products, services, plans for research and development, marketing and business
plans, budgets, financial statements, contracts, prices, suppliers, and
customers; (c) information regarding the skills and compensation of employees,
contractors, and any other service providers; and (d) the existence of any
business discussions, negotiations, or agreements with any third party.

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