0000926331-99-000002 Sample Contracts

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January 4, 1999 Seafish Partners c/o Estudio Chimel Avenue Luis Maria Campos 799 1426 Capital Federal Buenos Aires, Argentina Dear Sirs/Madams: This letter will serve to confirm and memorialize the agreement of Seafish Partners ("Seafish"), as the...
Stock Exchange Agreement • January 20th, 1999 • Software Publishing Corp Holdings Inc • Services-prepackaged software

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 substant

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