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”).
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.”
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.”
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”).
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”).
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:
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”).
AMENDMENT NO. 1 TO SENIOR SUBORDINATED SECURED NOTE AND WARRANT PURCHASE AGREEMENTSecured Note and Warrant Purchase Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
This Amendment No. 1 effective as of September 30, 2003 (this “Amendment No 1”) 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”).
Share Purchase Agreement betweenNon-Competition Agreement • January 14th, 2005 • SoftBrands, Inc. • Zürich
each of the Sellers duly represented by Rolf Herter, Naegeli & Streichenberg Attorneys at Law, Stockerstrasse 38, CH-8002 Zurich (the “Agent”), based on duly notarized, and, in the case of Seller 1, superlegalized, proxies in a form satisfactory to the Purchaser
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 14th, 2005 • SoftBrands, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of the day of , (this “Agreement”), is made by and between SoftBrands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SOFTBRANDS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 14th, 2005 • SoftBrands, Inc.
This Incentive Stock Option Agreement (the “Agreement”) is made this day of , (the “Grant Date”), by and between SoftBrands, Inc., a Delaware corporation (the “Company”) and (“Employee”).
AMENDMENT NO. 1 TO INVESTOR AGREEMENTInvestor Agreement • January 14th, 2005 • SoftBrands, Inc.
This Amendment No. 1 is made and entered into as of the 26th day of November, 2002 by and between SoftBrands, Inc., a Delaware Corporation (“SoftBrands”) and Info-Quest SA, a corporation formed under the laws of Greece (“Info-Quest”).
AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 14th, 2005 • SoftBrands, Inc. • Massachusetts
This Amendment No. 1 dated August 18, 2004(“Amendment No. 1”), amends that certain Investors’ Rights Agreement dated as of November 26, 2002 (as amended and in effect from time to time, the “Rights Agreement”), by and among SoftBrands, Inc., a Delaware corporation (“SoftBrands” or the “Company”) and Capital Resource Partners IV, L.P, a Delaware limited partnership (“CRP” or the “Investor”).
ContractSoftBrands, Inc. • January 14th, 2005 • Massachusetts
THIS WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
INVESTOR AGREEMENT by and between SOFTBRANDS, INC. and INFO-QUEST SA Dated as of May 15, 2002Investor Agreement • January 14th, 2005 • SoftBrands, Inc. • New York
WHEREAS, AremisSoft filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Reorganization”) on March 15, 2002, pursuant to which SoftBrands will be the surviving corporation; and
