SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
0X Xxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
January 4, 1999
Seafish Partners
x/x Xxxxxxx Xxxxxx
Xxxxxx Xxxx Xxxxx Xxxxxx 000
0000 Capital Federal
Buenos Aires, Argentina
Dear Sirs/Madams:
This letter will serve to confirm and memorialize the agreement of
Seafish Partners ("Seafish"), as the holder of 930 shares (the "Class A Shares")
of the Class A 14% Cumulative NonConvertible Redeemable Preferred Stock, Series
A, par value $.001 per share (the "Class A Preferred Stock"), of Software
Publishing Corporation Holdings, Inc. (the "Company"), to exchange the Class A
Shares for (a) 930 shares (the "Class C Shares") of Class C 11% Cumulative
Non-Convertible Redeemable Preferred Stock, Series A, par value $.001 per share
(the "Class C Preferred Stock") of the Company, and (b) the issuance by the
Company to Seafish of warrants (the "Seafish Warrants") to purchase 260,000
shares of the common stock, par value $.001 per share (the "Common Stock"), of
the Company, exercisable immediately, expiring at the close of business on
January 3, 2006, having an exercise price of $1.0625 per share of Common Stock,
and evidenced by a warrant certificate (the "Warrant Certificate") in
substantially the form attached as Appendix A to this Letter Agreement. The
Class C Preferred Stock shall have the powers, designation, preferences and
relative, participating, optional and other rights as set forth in the
Certificate of Designations of the Company (the "Certificate of Designations")
with respect to the Class C Preferred Stock to be filed with the Secretary of
State of the State of Delaware in substantially the form attached as Appendix B
to this Letter Agreement. The Company covenants and agrees to (a) file the
Certificate of Designations and forward to Seafish a fully executed Warrant
Certificate no later than twenty business days from receipt by the Company of
Seafish's acknowledgment and acceptance of this Letter Agreement, (b) forward to
Seafish a stock certificate evidencing the Class C Shares registered in the name
of Seafish within twenty business days from receipt by the Company of the stock
certificate evidencing the Class A Shares, duly endorsed in blank for transfer
into the name of the Company, and (c) tender to Seafish within twenty business
days from receipt by the Company of Seafish's acknowledgment and acceptance of
this Letter Agreement a check in the amount of $7,134.25 representing the
accrued dividends due on the Class A Shares for the period of December 15, 1998
through January 4, 1998. Notwithstanding the immediately preceding sentence, the
Class C Shares and Seafish Warrants shall be deemed to have been issued and
outstanding and the Class A Shares shall be deemed to have been transferred to
the Company as of the date of this Letter Agreement. It is the intention of the
Company and Seafish that the exchange of the Class A Shares for the Class C
Shares and Seafish Warrants is exempt from registration under the Securities Act
of 1933, as amended (the "Act"), pursuant to Section 3(9) and Section 4(2) of
the Act.
If the foregoing accurately reflects your understanding, agreement and
consent as to the foregoing matters, kindly acknowledge such by executing the
duplicate copy of this Letter Agreement in the space designated for such below,
and return such duplicate copy to the Company.
Very truly yours,
SOFTWARE PUBLISHING CORPORATION
HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxx, President
Acknowledged, agreed and consented to:
SEAFISH PARTNERS
By: /s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx
Agent
