THIRD AMENDMENTRights Agreement • June 12th, 2009 • SoftBrands, Inc. • Services-prepackaged software • Delaware
THIRD AMENDMENT, dated as of June 11, 2009 (this “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”), as amended by the First Amendment to the Rights Agreement, dated as of August 17, 2005, and the Second Amendment to the Rights Agreement, dated as of August 14, 2006. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
VOTING AGREEMENTVoting Agreement • June 12th, 2009 • SoftBrands, Inc. • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2009 between Steel Holdings, Inc., a Delaware corporation (“Parent”), and Steel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) of SoftBrands, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
