RIGHTS AGREEMENT dated as of November 26, 2002 by and between SOFTBRANDS, INC. and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION. as Rights AgentRights Agreement • January 14th, 2005 • SoftBrands, Inc. • Delaware
THIS RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of November 2002 by and between SoftBrands, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank Minnesota, National Association, a national banking association, as rights agent (the “Rights Agent”).
CREDIT AGREEMENT by and among SOFTBRANDS, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent Dated...Credit Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Illinois
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 16th, 2009 • SoftBrands, Inc. • Services-prepackaged software • Illinois
This Sixth Amendment to Credit Agreement (this “Amendment”), dated as of June 11, 2009, is by and among SOFTBRANDS, INC., a Delaware corporation (the “Parent”), the subsidiaries of Parent identified on the signature pages hereto (collectively, with the Parent, the “Borrowers” and individually, a “Borrower”), WELLS FARGO FOOTHILL, INC., a California corporation, as Administrative Agent (the “Agent”) and each of the lenders parties hereto (the “Lenders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN SOFTBRANDS, INC. AND RANDY B. TOFTELANDEmployment Agreement • January 14th, 2005 • SoftBrands, Inc. • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of January 1, 2004 (“Effective Date”), by and between SoftBrands, Inc., a Delaware corporation (the “Company”) and Randy B. Tofteland (the “Executive”), collectively referred to herein as the “parties.”
STOCK AWARD AGREEMENTStock Award Agreement • October 5th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Minnesota
This Stock Award Agreement (this “Agreement”), dated as of October 1 2006 (the “Effective Date”), is between SoftBrands, Inc., a Delaware corporation (the “Company”) and _______________, an individual resident of _______________ (“Participant”). This Stock Award is granted under the SoftBrands, Inc. 2001 Stock Incentive Plan (the “Plan”) and is subject to the terms of that Plan. Capitalized terms used in this Agreement and not defined in this Agreement have the meanings assigned to them in the Plan. This Agreement represents the Company’s unfunded and unsecured promise to issue Common Stock at a future date, subject to the terms of this Agreement and the Plan.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 23rd, 2005 • SoftBrands, Inc. • 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”).
SEVERANCE PAY AGREEMENTSeverance Pay Agreement • June 5th, 2006 • SoftBrands, Inc. • Services-prepackaged software
This Agreement is made as of the second day of June, 2006, between SoftBrands, Inc., a Delaware corporation (the “Company”) and Gregg A. Waldon (“Executive”).
ContractExercise Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Delaware
THIS WARRANT WAS ORIGINALLY ISSUED ON AUGUST 14, 2006, 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 D CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF AUGUST 14, 2006, 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
AMENDMENT NO. 2 TO INVESTOR AGREEMENTInvestor Agreement • April 8th, 2005 • SoftBrands, Inc. • Services-prepackaged software • Delaware
THIS AMENDMENT, is made and entered into this 5th of April, 2005 by and between SoftBrands, Inc., a Delaware corporation (“SoftBrands”) and Info-Quest SA, a corporation organized under the laws of Greece (“Info-Quest”).
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.
FIRST AMENDMENT, WAIVER AND CONSENT TO SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • New York
THIS FIRST AMENDMENT, WAIVER AND CONSENT TO SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT, dated as of August 14, 2006 (this “Amendment”), is made by and among ABRY Mezzanine Partners L.P., a Delaware limited partnership (“ABRY”), Capital Resource Partners IV, L.P., a Delaware limited partnership (“CRP”) and SoftBrands, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the Series C Purchase Agreement, Series C Certificate of Designations and the Series C Warrants, each as defined below.
SECOND AMENDMENTSoftBrands, Inc. • August 18th, 2006 • Services-prepackaged software
SECOND AMENDMENT, dated as of August 14, 2006 (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”).
SEPARATION AGREEMENTSeparation Agreement • December 31st, 2008 • SoftBrands, Inc. • Services-prepackaged software • Minnesota
This Separation Agreement (“Agreement”) is entered into on December 31, 2008 between Ralf Suerken (“Employee”), a Minnesota resident, and SoftBrands, Inc. (“Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2007 • SoftBrands, Inc. • Services-prepackaged software • Illinois
This Second Amendment to Credit Agreement (this “Amendment”), dated as of March 15, 2007, is by and among SOFTBRANDS, INC., a Delaware corporation (the “Parent”), the subsidiaries of Parent identified on the signature pages hereto (collectively, with the Parent, the “Borrowers” and individually, a “Borrower”), WELLS FARGO FOOTHILL, INC., a California corporation, as Administrative Agent (the “Agent”) and each of the lenders parties hereto (the “Lenders”).
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN SOFTBRANDS, INC. AND GEORGE H. ELLISEmployment Agreement • January 14th, 2005 • SoftBrands, Inc. • Delaware
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), is made effective as of November 26, 2002 (the “Effective Date”), by and between SoftBrands, Inc., a Delaware corporation (the “Company”), and George H. Ellis (the “Executive”), collectively referred to herein as the “parties.”
SEVERANCE PAY AGREEMENTSeverance Pay Agreement • December 14th, 2007 • SoftBrands, Inc. • Services-prepackaged software
This Agreement is made as of the 17th day of May, 2006, between SoftBrands, Inc., a Delaware corporation (the “Company”) and Gregg Waldon (“Executive”).
SEPARATION AGREEMENTSeparation Agreement • August 12th, 2008 • SoftBrands, Inc. • Services-prepackaged software • Minnesota
This Separation Agreement (“Agreement”) is made and entered into on August 6, 2008 between Steve VanTassel (“Employee”), a Minnesota resident, and SoftBrands, Inc. (“Company”).
SUBLEASEAgreement of Sublease • December 14th, 2007 • SoftBrands, Inc. • Services-prepackaged software
AGREEMENT OF SUBLEASE, dated as of the 5th day of December, 2007, by and between MERCER (US) INC., f/k/a William M. Mercer, Incorporated and Mercer Human Resource Consulting, Inc., a Delaware corporation with a usual place of business at 1166 Avenue of the Americas, New York, New York 10036 (“Sublandlord”) and SOFTBRANDS MANUFACTURING, INC., a Minnesota corporation with a usual place of business at Two Meridian Crossings, Suite 800, Minneapolis, MN 55423 (“Subtenant”).
SOFTBRANDS, INC. DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 15th, 2005 • SoftBrands, Inc. • Services-prepackaged software
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
SOFTBRANDS, INC. SERIES D CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of August 14, 2006Series D Convertible Preferred Stock and Warrant Purchase Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Delaware
THIS SERIES D CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of August 14, 2006 between SoftBrands, Inc., a Delaware corporation (the “Company”), ABRY Mezzanine Partners, L.P., a Delaware limited partnership (“ABRY”) and, to the extent it exercises the Purchase Option (as defined herein), Capital Resource Partners IV, L.P., a Delaware limited partnership (“CRP”). Each of ABRY and, to the extent it exercises the Purchase Option, CRP, is referred to herein as a “Purchaser” and collectively, as the “Purchasers”.
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 23rd, 2005 • SoftBrands, Inc. • 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”).
AMENDMENT NO. 2 TO SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENTSecured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
This Amendment No. 2 effective as of August 18, 2004 (“Amendment No. 2”) amends that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of November 26, 2002 (as amended and in effect from time to time, the “Purchase Agreement”), by and among SoftBrands, Inc., a Delaware corporation (the “Company”), its Significant Subsidiaries (as defined in the Purchase Agreement) (collectively, the “Borrowers”) and Capital Resource Partners IV, L.P. (the “Purchaser”).
LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • July 23rd, 2009 • SoftBrands, Inc. • Services-prepackaged software • Illinois
This Limited Waiver to Credit Agreement (this “Limited Waiver”), dated as of July 15, 2009, is by and among SOFTBRANDS, INC., a Delaware corporation (the “Parent”), the subsidiaries of Parent identified on the signature pages hereto (collectively, with the Parent, the “Borrowers” and individually, a “Borrower”), WELLS FARGO FOOTHILL, INC., a California corporation, as Administrative Agent (the “Agent”) and each of the lenders parties hereto (the “Lenders”).
LIQUIDATING TRUST AGREEMENTTrust Agreement • January 14th, 2005 • SoftBrands, Inc. • Delaware
This Trust Agreement (the “Trust Agreement”), dated as of July 1, 2002, by and among AremisSoft Corporation (the “Debtor”) and the Lead Class Counsel (as defined below), on behalf of the Class Members (as defined in the Plan) (together with the Debtor, the “Settlors”), as Settlors, Joseph P. La Sala and Fred S. Zeidman, as Trustees (the “Individual Trustees”), and Wells Fargo Delaware Trust Company, as initial statutory co-trustee (the “Statutory Co-Trustee”) pursuant to Section 4.5 hereof, is executed to implement that portion of the Plan of Reorganization of AremisSoft Corporation (as amended, modified or supplemented, the “Plan”) that provides for the establishment of the Trust (as defined below) created by this Trust Agreement and the retention and preservation of the Trust Assets (as defined below) by the Individual Trustees, as successors to, and representatives of, the Debtor’s bankruptcy estate in accordance with Sections 1123(b)(3)(B) and 1145(a)(1) of the United States Bankru
EMPLOYMENT AGREEMENT BETWEEN SOFTBRANDS, INC. AND GEORGE H. ELLISEmployment Agreement • January 14th, 2005 • SoftBrands, Inc. • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of January 1, 2002 (“Effective Date”), is entered into by and between SoftBrands, Inc., a Delaware corporation (the “Company”) and George H. Ellis (the “Executive”), collectively referred to herein as the “parties.”
SECURITY AGREEMENTSecurity Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
SECURITY AGREEMENT, dated as of November 26, 2002 (the “Security Agreement”), is made jointly and severally by SoftBrands, Inc., a Delaware company (the “Parent”) and each subsidiary of the Parent set forth on the signature pages hereto (collectively with the Parent, the “Company”) in favor of those other parties set forth on the signature pages hereto (the “Purchasers”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated as of November 26, 2002 by and between SoftBrands, Inc., a Delaware corporation (the “Company”) and Capital Resource Partners IV, L.P., a Delaware limited partnership (“CRP” or the “Investors”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 14th, 2009 • SoftBrands, Inc. • Services-prepackaged software • Illinois
This Fifth Amendment to Credit Agreement (this “Amendment”), dated as of December 31, 2008 is by and among SOFTBRANDS, INC., a Delaware corporation (the “Parent”), the subsidiaries of Parent identified on the signature pages hereto (collectively, with the Parent, the “Borrowers” and individually, a “Borrower”), WELLS FARGO FOOTHILL, INC., a California corporation, as Administrative Agent (the “Agent”) and each of the lenders parties hereto (the “Lenders”).
AMENDMENT NO. 1 TO SEVERANCE PAY AGREEMENTSeverance Pay Agreement • May 12th, 2008 • SoftBrands, Inc. • Services-prepackaged software
This Amendment is made and entered into this 12th day of May 2008, by and between Ralf Suerken (“Executive”) and SoftBrands, Inc. (the “Company”).
TRANSITION AGREEMENTTransition Agreement • December 20th, 2005 • SoftBrands, Inc. • Services-prepackaged software • Delaware
THIS TRANSITION AGREEMENT (the “Transition Agreement”) made and entered into as of the first day of October, 2005 by and between SoftBrands, Inc. a Delaware corporation (“SoftBrands”) and George H. Ellis, an individual resident of the State of Texas (“Executive”).
AMENDMENT NO. 3 TO SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENTSecured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
This Amendment No. 3 effective as of September 30, 2004 (this “Amendment No. 3”) amends that certain Senior Subordinated Secured Note and Warrant Purchase Agreement dated as of November 26, 2002 (as so amended and in effect from time to time, the “Purchase Agreement”), by and among SoftBrands, Inc., a Delaware corporation (the “Company”), its Significant Subsidiaries (as defined in the Purchase Agreement) (collectively, the “Borrowers”) and Capital Resource Partners IV, L.P. (the “Purchaser”).
SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENT among SOFTBRANDS, INC. and certain of its SUBSIDIARIES and CAPITAL RESOURCE PARTNERS IV, L.P., Dated as of November 26, 2002Subordination and Intercreditor Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
SoftBrands, Inc., a Delaware corporation, hereby agrees with Capital Resource Partners IV, L.P., a Delaware limited partnership, as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) dated as of August 14, 2006, 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”).
Restated and Amended LEASE TWO MERIDIAN CROSSINGSFirst • January 14th, 2005 • SoftBrands, Inc.
THIS RESTATED AND AMENDED LEASE dated as of May 1, 1998, by and between MERIDIAN CROSSINGS II LLC, a Minnesota limited liability company (d/b/a TOLD Development Company) (“Landlord”), and FOURTH SHIFT CORPORATION, a Minnesota corporation (“Tenant”).
EXCHANGE AGREEMENTExchange Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered as of August 14, 2006, by and among SoftBrands, Inc., a Delaware corporation (the “Company”), ABRY Mezzanine Partners L.P., a Delaware limited partnership (“ABRY”) and Capital Resource Partners IV, L.P., a Delaware limited partnership (“CRP” and together with ABRY, the “Investors”).
