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
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
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”).
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”.
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”).
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”).
WRITTEN CONSENT AND WAIVERConsent and Waiver • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • New York
THIS WRITTEN CONSENT AND WAIVER is dated as of August 14, 2006 (this “Consent and Waiver”), is made by Capital Resource Partners IV, L.P., a Delaware limited partnership (“CRP”) and delivered to SoftBrands, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the CRP Note Purchase Agreement, Series B Certificate of Designations and the Series B Warrants, each as defined below.
ESCROW AGREEMENTEscrow Agreement • August 18th, 2006 • SoftBrands, Inc. • Services-prepackaged software • Delaware
This ESCROW AGREEMENT (this “Agreement”) is made as of August 14, 2006, among SoftBrands, Inc., a Delaware corporation (“Buyer”), MAI Systems Corporation, a Delaware corporation (the “Company”), William Brian Kretzmer in his capacity as representative of the Stockholders (as defined below) (“Stockholders’ Representative”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
