SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
0X Xxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
July 1, 1999
Seafish Partners
C/o Estudio Chimel
Avenue Xxxx Xxxxx Xxxxxx #799
0000 Xxxxxxx Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxx
Re: Class C 11% Cumulative Non-Convertible Redeemable Preferred Stock,
Series A ("Class C Preferred Stock")
Dear Sirs:
This letter confirms that as of the date hereof, Software Publishing
Corporation Holdings, Inc. ("SPCH" or the "Company") has agreed with Seafish
Partners ("Seafish") that should SPCH call for redemption of any shares of its
Class C Preferred Stock (the "Redemption"), pursuant to Section 5 of the
certificate of designations relating thereto, within forty-five (45) calendar
days of this agreement, Seafish will purchase from the Company with the
proceeds from the Redemption the number of shares of Xceed, Inc. common stock
the Company owns equal to the quotient of the Redemption amount received by
Seafish divided by $18.44 per share of Xceed, Inc. common stock.
If the above accurately states the agreement between the Company and Seafish,
please so indicate by signing where appropriate below.
Very truly yours,
Software Publishing Corporation Holdings, Inc.
/s/ Xxxx X. Xxxxxxxxx
By: Xxxx X. Xxxxxxxxx
President and Chief Executive Officer
Accepted and Agreed to:
Seafish Partners
By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Agent
