AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 29th, 2005 • Abry Mezzanine Partners Lp • Services-prepackaged software • Delaware
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated as of August 17, 2005 by and among SoftBrands, Inc., a Delaware corporation (the “Company”), Capital Resource Partners IV, L.P., a Delaware limited partnership (“CRP”) and ABRY Mezzanine Partners IV, L.P., a Delaware limited partnership (“ABRY” and together with CRP, the “Investors”).
SOFTBRANDS, INC. SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of August 17, 2005Series C Convertible Preferred Stock and Warrant Purchase Agreement • August 29th, 2005 • Abry Mezzanine Partners Lp • Services-prepackaged software • Delaware
THIS SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of August 17, 2005 between SoftBrands, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractExercise Agreement • August 29th, 2005 • Abry Mezzanine Partners Lp • Services-prepackaged software • Delaware
THIS WARRANT WAS ORIGINALLY ISSUED ON AUGUST 17, 2005, AND WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THIS WARRANT AND THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW. THE TRANSFER OF THIS WARRANT AND THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF IS SUBJECT TO THE CONDITIONS SET FORTH IN THE SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF AUGUST 17, 2005, BETWEEN THE ISSUER (THE “COMPANY”) AND THE OTHER PARTIES THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE ANY TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED W
FIRST AMENDMENTFirst Amendment • August 29th, 2005 • Abry Mezzanine Partners Lp • Services-prepackaged software
FIRST AMENDMENT, dated as of August 17, 2005 (the “Amendment”), to the Rights Agreement, dated as of November 26, 2002 (the “Rights Agreement”), by and between SoftBrands, Inc., a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Rights Agent”).
Joint Filing AgreementJoint Filing Agreement • August 29th, 2005 • Abry Mezzanine Partners Lp • Services-prepackaged software
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of SoftBrands, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
