“**6/30 Shares**” and together with the 12/31 Shares, the “**Shares**”) equal to amount of the dividend tobe so paid to such holder, as set forth on the attached Exhibit A, divided by the Purchase Price.Each Holder may exercise such election with respect to all, but not less than all, of the SeriesC-1 and Series D Stock that such Holder holds by notifying SoftBrands in writing prior to 5:00 p.m.Central Time on May 15, 2009. To the extent a Holder so elects, SoftBrands shall promptly issue onJune 30, 2009 by instruction to its transfer agent for delivery to ABRY or CRP, or both of them,the 6/30 Shares, and upon such issuance, the cash dividend due under the C-1 Designations and the DDesignations at December 31, 2008, with respect to the electing Holder shall be deemed paid infull, and SoftBrands shall be deemed in compliance under the Series C-1 Agreement and Series DAgreement with respect to the payment of such dividend.     3. **Private Placement**. The Holders acknowledge that the 12/31 Shares are being, and any ofthe 6/30 Shares will be, issued without registration under the Securities Act of 1933, as amended(the “**Securities Act**”), and applicable state securities laws in reliance upon the exemption fromregistration provided by Section 4(2) of the Securities Act and under state securities laws. EachHolder represents and warrants to SoftBrands that: (i) the Holder is an “accredited investor” asdefined in Regulation D under the Securities Act, is knowledgeable, sophisticated and experiencedin making, and is qualified to make decisions with respect to, investments in securities presentingan investment decision similar to that involved in the purchase of the Shares, (ii) the Holder hasreceived and reviewed the reports filed by SoftBrands with the Securities and Exchange Commission(the “**SEC**”), including, without limitation, the risks relating to SoftBrands described inSoftBrands’s annual report on Form 10-K for the year ended September 30, 2008, and has requested,received, reviewed and considered all other information it deemed relevant in making an informeddecision to purchase the Shares; (iii) the Holder understands that the Shares are “restrictedsecurities” and have not been registered under the Securities Act and is acquiring the Shares inthe ordinary course of its business and for its own account for investment only, and has noarrangement or understanding with any other persons regarding the distribution of such Shares (thisrepresentation and warranty not limiting the Holder’s right to sell Shares pursuant to theRegistration Statement (as defined below) or otherwise); and (iv) the Holder will not, directly orindirectly, offer, sell or otherwise dispose of (or solicit any offers to buy, purchase orotherwise acquire) any of the Shares except in compliance with the Securities Act, applicable statesecurities laws and the respective rules and regulations promulgated thereunder. Each Holderacknowledges and agrees that any certificates representing the Shares will be imprinted with thefollowing restrictive legend:THESE SECURITIES HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON ANEXEMPTION FROM REGISTRATION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLEEXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.     4. **Registration Rights.**          **4.1 Registration Procedures and Expenses.**Softbrands:          (a) shall, subject to receipt of necessary information from the Holders, prepare and file withthe Securities and Exchange Commission (“**SEC**”) as promptly as possible, and in any event prior toJuly 15, 2009 (the “**Filing Date”)**, a Registration Statement on Form S-3 (the “**RegistrationStatement**”), to enable the resale of any Shares, together with any securities issued or issuableupon any
 

 
stock split, dividend or other distribution, recapitalization or similar event with respect tothe foregoing (collectively, the “**Registrable Securities**”) by the Holders on a continuous basispursuant to Rule 415 of the Securities Act;          (b) shall use its best efforts, subject to receipt of necessary information from the Holders,to cause the Registration Statement to become effective as soon as practicable, such efforts toinclude, without limiting the generality of the foregoing, preparing and filing with the SEC anyfinancial statements that are required to be filed prior to the effectiveness of such RegistrationStatement;          (c) shall use its best efforts to (i) prepare and file with the SEC such amendments andsupplements to the Registration Statement and the Prospectus as may be necessary to keep theRegistration Statement current and effective for a period (the “**Effectiveness Period**”) ending onthe earlier of (A) the second anniversary of the Filing Date, or (B) the date on which the (x)Holders may sell Registrable Securities pursuant Rule 144(b)(ii) under the Securities Act or anysuccessor rule (“**Rule 144**”) or (y) such time as all Registrable Securities have been sold pursuantto a registration statement or Rule 144; (ii) notify each Holder promptly upon the RegistrationStatement, and each post-effective amendment thereto, being declared effective by the SEC; (iii)respond as promptly as reasonably possible to any comments received from the SEC with respect tothe Registration Statement or any amendment thereto and as promptly as reasonably possible providethe Holders true and complete copies of all correspondence from and to the SEC relating to theRegistration Statement; and (iv) comply in all material respects with the provisions of theSecurities Act and the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”) withrespect to the disposition of all Registrable Securities covered by the Registration Statementduring the applicable period in accordance with the intended methods of disposition by the Holdersthereof set forth in the Registration Statement as so amended or in such Prospectus as sosupplemented;          (d) shall bear all expenses of SoftBrands and the Holders incident to the performance of orcompliance with the registration rights contained in Section 4 of this Agreement by SoftBrands andthe Holders, including without limitation (a) all registration and filing fees and expenses,including without limitation those related to filings with the SEC, any Trading Market and inconnection with applicable state securities or Blue Sky laws, (b) printing expenses (includingwithout limitation expenses of printing certificates for Registrable Securities and of printingprospectuses requested by the Holders), (c) messenger, telephone and delivery expenses, (d) feesand disbursements of counsel for SoftBrands, (e) fees and expenses of all other persons retained bySoftBrands in connection with the consummation of the transactions contemplated by this Agreement,(f) all listing fees to be paid by SoftBrands to the Trading Market; and (g) the fees and expensesof one legal counsel retained by the Holdersin connection the registration and sale of RegistrableSecurities pursuant hereto, but excluding any underwriting or brokerage fees or commissions;          (e) shall use its commercially reasonable efforts to: (i) make and keep public informationavailable, as those terms are understood and defined in Rule 144, until the earlier of (A) suchdate as all of the Holder’s Registrable Securities may be resold pursuant to Rule 144(b)(ii) or anyother rule of similar effect or (B) such date as all of the Holder’s Registrable Securities shallhave been resold; (ii) file with the SEC in a timely manner all reports and other documentsrequired of SoftBrands under the Securities Act and under the Exchange Act; and (iii) furnish tothe Holder upon request, as long as the Holder owns any Registrable Securities, (A) a writtenstatement by SoftBrands that it has complied with the reporting requirements of the Securities Actand the Exchange Act, (B) a copy of SoftBrands’s most recent Annual Report on Form 10-K orQuarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested inorder to avail the Holder of any rule or regulation of the SEC that permits the selling of any suchRegistrable Securities without registration;
 

 
          (f) shall not, and shall use its best efforts to ensure that no Affiliate of SoftBrands shall,sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (asdefined in Section 2 of the Securities Act) that would be integrated with the offer or sale of theRegistrable Securities in a manner that would require the registration under the Securities Act ofthe sale of the Registrable Securities to the Holders or that would be integrated with the offer orsale of the Securities for purposes of the rules and regulations of any Trading Market;          (g) shall notify the Holders of Registrable Securities to be sold as promptly as reasonablypossible, and (if requested by any such person) of any of the following events: (i) the SECnotifies SoftBrands whether there will be a “review” of any Registration Statement; (ii) the SECcomments in writing on any Registration Statement (in which case SoftBrands shall deliver to eachHolder a copy of such comments and of all written responses thereto); (iii) any RegistrationStatement or any post-effective amendment is declared effective; (iv) the SEC or any other Federalor state governmental authority requests any amendment or supplement to any Registration Statementor Prospectus or requests additional information related thereto; (v) the SEC issues any stop ordersuspending the effectiveness of any Registration Statement or initiates any proceedings for thatpurpose; (vi) SoftBrands receives notice of any suspension of the qualification or exemption fromqualification of any Registrable Securities for sale in any jurisdiction, or the initiation orthreat of any proceeding for such purpose; or (vii) the financial statements included in anyRegistration Statement become ineligible for inclusion therein or any statement made in anyRegistration Statement or Prospectus or any document incorporated or deemed to be incorporatedtherein by reference is untrue in any material respect or any revision to a Registration Statement,Prospectus or other document is required so that it will not contain any untrue statement of amaterial fact or omit to state any material fact required to be stated therein or necessary to makethe statements therein, in the light of the circumstances under which they were made, notmisleading;          (h) shall furnish to each Holder, without charge, at least one conformed copy of eachRegistration Statement and each amendment thereto, including financial statements and schedulespromptly after the filing of such documents with the SEC, and to the extent requested by suchperson all documents incorporated or deemed to be incorporated therein by reference and allexhibits (including those previously furnished or incorporated by reference);          (i) shall promptly deliver to each Holder, without charge, as many copies of the Prospectus orProspectuses (including each form of prospectus) and each amendment or supplement thereto as suchpersons may reasonably request. Subject to the provisions of this Agreement, including provisionsrelated to any Suspension (as hereafter defined), SoftBrands hereby consents to the use of suchProspectus and each amendment or supplement thereto by each of the selling Holders in connectionwith the offering and sale of the Registrable Securities covered by such Prospectus and anyamendment or supplement thereto;          (j) shall (i) in the time and manner required by each Trading Market, prepare and file withsuch Trading Market an additional shares listing application covering all of the RegistrableSecurities; (ii) take all reasonable steps necessary to cause such Registrable Securities to beapproved for listing on each Trading Market as soon as possible thereafter; (iii) provide to theHolders evidence of such listing; and (iv) maintain the listing of such Registrable Securities oneach such Trading Market or another Eligible Market;          (k) shall, prior to any public offering of Registrable Securities, use its best efforts toregister or qualify or cooperate with the selling Holders and respective Holder Counsel inconnection with the registration or qualification (or exemption from such registration orqualification) of such Registrable Securities for offer and sale under the securities or Blue Skylaws of such jurisdictions within the United
 

 
States as any Holder requests in writing, to keep each such registration or qualification (orexemption therefrom) effective during the Effectiveness Period; provided, however, that SoftBrandsshall not be required to qualify to do business or consent to service of process in anyjurisdiction in which it is not now so qualified or has not so consented;          (l) shall cooperate with the Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be delivered to a transferee pursuant to aRegistration Statement, which certificates shall be free, to the extent permitted by thisAgreement, of all restrictive legends, and to enable such Registrable Securities to be in suchdenominations and registered in such names as any such Holders may request;          (m) shall, upon the occurrence of any event described in Section 4.1(g)(vii), as promptly asreasonably possible, prepare a supplement or amendment, including a post-effective amendment, tothe Registration Statement or a supplement to the related Prospectus or any document incorporatedor deemed to be incorporated therein by reference, and file any other required document so that, asthereafter delivered, neither the Registration Statement nor such Prospectus will contain an untruestatement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein, in the light of the circumstances under which they weremade, not misleading; and          (n) shall cooperate with any due diligence investigation undertaken by the Holders inconnection with the sale of Registrable Securities, including, without limitation, by makingavailable any documents and information; provided that SoftBrands will not deliver or makeavailable to any Holder material, nonpublic information unless such Holder specifically requests inadvance to receive material, nonpublic information in writing.          **4.2 Transfer of Registrable Securities After Registration; Suspension.**          (a) Each Holder agrees that it will not effect any disposition of the Registrable Securitiesor its right to purchase the Registrable Securities that would constitute a sale within the meaningof the Securities Act other than transactions exempt from the registration requirements of theSecurities Act, as contemplated in the Registration Statement and as described below, and that itwill promptly notify SoftBrands of any material changes in the information set forth in theRegistration Statement regarding the Holder or its plan of distribution.          (b) Subject to paragraph (c) below, in the event: (i) of any request by the SEC or any otherfederal or state governmental authority during the period of effectiveness of the RegistrationStatement for amendments or supplements to the Registration Statement or related Prospectus or foradditional information; (ii) of the issuance by the SEC or any other federal or state governmentalauthority of any stop order suspending the effectiveness of the Registration Statement or theinitiation of any proceedings for that purpose; (iii) of the receipt by SoftBrands of anynotification with respect to the suspension of the qualification or exemption from qualification ofany of the Registrable Securities for sale in any jurisdiction or the initiation of any proceedingfor such purpose; or (iv) of any event or circumstance which necessitates the making of any changesin the Registration Statement or Prospectus, or any document incorporated or deemed to beincorporated therein by reference, so that, in the case of the Registration Statement, it will notcontain any untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, and that in the case ofthe Prospectus, it will not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading, then the Holders willrefrain from selling any Registrable Securities pursuant to the Registration Statement (a“**Suspension**”) until the
 

 
Holders are advised in writing by SoftBrands that the current Prospectus may be used, and hasreceived copies of any additional or supplemental filings that are incorporated or deemedincorporated by reference in any such Prospectus. In the event of any Suspension, SoftBrands willuse its best efforts to cause the use of the Prospectus so suspended to be resumed as soon aspossible after delivery of notice of a Suspension to the Holders; provided, however, that in theevent of a Suspension pursuant to this Section 4.2(b), clause (iv) that would require, in the goodfaith judgment of SoftBrands’s Board of Directors, premature disclosure of material, nonpublicinformation concerning SoftBrands, its business or prospects or any proposed material transactionconcerning SoftBrands that would be materially adverse to SoftBrands, its business or prospects orsuch material transaction, or would make the successful consummation of such material transactionsignificantly less likely, the Suspension may be for a period of not more than 120 trading days.          (c) If a Suspension is not then in effect, and subject to any limitations otherwise applicableto Holder, the Holder may sell Registrable Securities under the Registration Statement, providedthat it complies with any applicable prospectus delivery requirements.          (d) In the event of a sale of Registrable Securities by the Holder, unless such requirement iswaived by SoftBrands in writing, the Holder must also deliver to SoftBrands’s transfer agent, witha copy to SoftBrands, a Certificate of Subsequent Sale substantially in the form attached hereto asExhibit D, so that the Registrable Securities may be properly transferred.          **4.3 Indemnification.**          (a) Indemnification by SoftBrands. SoftBrands shall, notwithstanding any terminationof this Agreement, indemnify and hold harmless each Holder, the officers, directors, partners,members, agents, brokers (including brokers who offer and sell Registrable Securities as principalas a result of a pledge or any failure to perform under a margin call of Common Stock), investmentadvisors and employees of each of them, each person who controls any such Holder (within themeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,directors, partners, members, agents and employees of each such controlling person, to the fullestextent permitted by applicable law, from and against any and all losses, claims, damages,liabilities, settlement costs and expenses (collectively “**Losses**”) arising out of or relating toany untrue or alleged untrue statement of a material fact contained in the Registration Statement,any Prospectus or any form of prospectus or in any amendment or supplement thereto or in anypreliminary prospectus, or arising out of or relating to any omission or alleged omission of amaterial fact required to be stated therein or necessary to make the statements therein (in thecase of any Prospectus or form of prospectus or supplement thereto, in the light of thecircumstances under which they were made) not misleading, except to the extent, but only to theextent, that (i) such untrue statements, alleged untrue statements, omissions or alleged omissionsare based solely upon information regarding such Holder furnished in writing to SoftBrands by suchHolder expressly for use therein, or to the extent that such information relates to such Holder orsuch Holder’s proposed method of distribution of Registrable Securities and was reviewed andexpressly approved in writing by such Holder expressly for use in the Registration Statement, suchProspectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the caseof an occurrence of any Suspension, the use by such Holder of an outdated or defective Prospectusafter SoftBrands has provided the Holder notice of a Suspension and prior to the receipt by suchHolder in writing by SoftBrands advising such Holder that the use of the applicable Prospectus maybe resumed. SoftBrands shall notify the Holders promptly of the institution, threat or assertionof any proceeding of which SoftBrands is aware in connection with the transactions contemplated bythis Agreement.
 

 
          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,indemnify and hold harmless SoftBrands, its directors, officers, agents and employees, each personwho controls SoftBrands (within the meaning of Section 15 of the Securities Act and Section 20 ofthe Exchange Act), and the directors, officers, agents or employees of such controlling persons, tothe fullest extent permitted by applicable law, from and against all Losses arising solely out ofany untrue statement of a material fact contained in the Registration Statement, any Prospectus, orany form of prospectus, or in any amendment or supplement thereto, or arising solely out of anyomission of a material fact required to be stated therein or necessary to make the statementstherein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light ofthe circumstances under which they were made) not misleading to the extent, but only to the extent,that such untrue statement or omission is contained in any information so furnished in writing bysuch Holder to SoftBrands specifically for inclusion in such Registration Statement or suchProspectus or to the extent that (i) such untrue statements or omissions are based solely uponinformation regarding such Holder furnished in writing to SoftBrands by such Holder expressly foruse therein, or to the extent that such information relates to such Holder or such Holder’sproposed method of distribution of Registrable Securities and was reviewed and expressly approvedin writing by such Holder expressly for use in the Registration Statement, such Prospectus or suchform of Prospectus or in any amendment or supplement thereto or (ii) in the case of a Suspension,the use by such Holder of an outdated or defective Prospectus after SoftBrands has provided theHolder with a Suspension Notice and prior to the receipt of the copies of the supplementedProspectus and/or amended Registration Statement, or until it is advised in writing by SoftBrandsthat the use of the applicable Prospectus may be resumed. In no event shall the liability of anyselling Holder hereunder be greater in amount than the dollar amount of the net proceeds receivedby such Holder upon the sale of the Registrable Securities giving rise to such indemnificationobligation.          (c) Conduct of Indemnification proceedings. If any proceeding shall be brought orasserted against any person entitled to indemnity hereunder (an “**Indemnified Party**”), suchIndemnified Party shall promptly notify the person from whom indemnity is sought (the “**IndemnifyingParty**”) in writing, and the Indemnifying Party shall assume the defense thereof, including theemployment of counsel reasonably satisfactory to the Indemnified Party and the payment of all feesand expenses incurred in connection with defense thereof; provided, that the failure of anyIndemnified Party to give such notice shall not relieve the Indemnifying Party of its obligationsor liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finallydetermined by a court of competent jurisdiction (which determination is not subject to appeal orfurther review) that such failure shall have proximately and materially adversely prejudiced theIndemnifying Party. An Indemnified Party shall have the right to employ separate counsel in anysuch proceeding and to participate in the defense thereof, but the fees and expenses of suchcounsel shall be at the expense of such Indemnified Party or Parties unless: (i) the IndemnifyingParty has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shallhave failed promptly to assume the defense of such proceeding and to employ counsel reasonablysatisfactory to such Indemnified Party in any such proceeding; or (iii) the named parties to anysuch proceeding (including any impleaded parties) include both such Indemnified Party and theIndemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflictof interest is likely to exist if the same counsel were to represent such Indemnified Party and theIndemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party inwriting that it elects to employ separate counsel at the expense of the Indemnifying Party, theIndemnifying Party shall not have the right to assume the defense thereof and such counsel shall beat the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for anysettlement of any such proceeding effected without its written consent, which consent shall not beunreasonably withheld. No Indemnifying Party shall, without the prior written consent of theIndemnified Party, effect any settlement of any pending proceeding in respect of which anyIndemnified Party is a party, unless such settlement includes an unconditional release of suchIndemnified Party from all liability on claims that are the subject matter of such proceeding.
 

 
     All fees and expenses of the Indemnified Party (including reasonable fees and expenses to theextent incurred in connection with investigating or preparing to defend such proceeding in a mannernot inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within tenTrading Days of written notice thereof to the Indemnifying Party (regardless of whether it isultimately determined that an Indemnified Party is not entitled to indemnification hereunder;provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburseall such fees and expenses to the extent it is finally judicially determined that such IndemnifiedParty is not entitled to indemnification hereunder).          (d) Contribution. If a claim for indemnification that would otherwise be availableunder Section 4.3(a) or (b) is unavailable to an Indemnified Party (by reason ofpublic policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such IndemnifiedParty, shall contribute to the amount paid or payable by such Indemnified Party as a result of suchLosses, in such proportion as is appropriate to reflect the relative fault of the IndemnifyingParty and Indemnified Party in connection with the actions, statements or omissions that resultedin such Losses as well as any other relevant equitable considerations. The relative fault of suchIndemnifying Party and Indemnified Party shall be determined by reference to, among other things,whether any action in question, including any untrue or alleged untrue statement of a material factor omission or alleged omission of a material fact, has been taken or made by, or relates toinformation supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or prevent such action,statement or omission. The amount paid or payable by a party as a result of any Losses shall bedeemed to include, subject to the limitations set forth in Section 4.3(c), any reasonableattorneys’ or other reasonable fees or expenses incurred by such party in connection with anyproceeding to the extent such party would have been indemnified for such fees or expenses if theindemnification provided for in this Section was available to such party in accordance with itsterms.     The parties hereto agree that it would not be just and equitable if contribution pursuant tothis Section 4.3(d) were determined by pro rata allocation or by any other method ofallocation that does not take into account the equitable considerations referred to in theimmediately preceding paragraph. Notwithstanding the provisions of this Section 4.3(d), no Holdershall be required to contribute, in the aggregate, any amount in excess of the amount of theproceeds actually received by such Holder from the sale of the Registrable Securities subject tothe proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any person who was not guiltyof such fraudulent misrepresentation.          (e) The indemnity and contribution agreements contained in this Section are in addition to anyliability that the Indemnifying Parties may have to the Indemnified Parties.     5. **Miscellaneous**     5.1 **Notices.**All notices, requests, consents and other communications hereunder shall be inwriting, shall be delivered (A) if within the United States, by first-class registered or certifiedairmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or(B) if from outside the United States, by International Federal Express (or comparable service) orfacsimile, and shall be deemed given (i) if delivered by first-class registered or certified maildomestic, upon the Business Day received, (ii) if delivered by nationally recognized overnightcarrier, one (1) Business Day after timely delivery to such carrier, (iii) if delivered byInternational Federal Express (or comparable service), two (2) Business Days after timely deliveryto such carrier, (iv) if delivered by facsimile, upon electric confirmation of receipt; and shallbe addressed as follows, or to such other address or addresses as may have been furnished inwriting by a party to another party pursuant to this paragraph:
 

 
 **(a)   ** if to SoftBrands, to:SoftBrands, Inc.800 LaSalle Ave.Suite 2100Minneapolis, MN 55402Attention: Gregg WaldonChief Financial OfficerFacsimile:Telephone: 612-851-1805  **(b)   ** if to ABRY:ABRY Mezzanine Partners, L.P.111 Huntington Avenue30th FloorBoston, MA 02199Attention: John HuntFacsimile: (617) 859-8797  **(c)   ** If to CRP:Capital Resource Partners IV, L.P.c/o Capital Resource Partners200 State Street13th FloorBoston, Massachusetts 02109Attention: Andrew SilvermanFacsimile Number: (617) 723-9819     5.2 **Amendments; Waiver.**This Agreement may not be modified or amended except pursuant to aninstrument in writing signed by SoftBrands and each Holder. Any waiver of a provision of thisAgreement must be in writing and executed by the party against whom enforcement of such waiver issought.     5.3 **Headings.**The headings of the various sections of this Agreement have been inserted forconvenience of reference only and shall not be deemed to be part of this Agreement.     5.4 **Entire Agreement; Severability.**This Agreement sets forth the entire agreement andunderstanding of the parties relating to the subject matter hereof and supersedes all prior andcontemporaneous agreements, negotiations and understandings between the parties, both oral andwritten relating to the subject matter hereof. If any provision contained in this Agreement isdetermined to be invalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein shall not in any way be affected orimpaired thereby.     5.5 **Governing Law; Venue; Waiver Of Jury Trial.** ALL QUESTIONS CONCERNING THE CONSTRUCTION,VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ANDENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA. SOFTBRANDS AND
 

 
INVESTORS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTSSITTING IN THE CITY OF MINNEAPOLIS FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY SOFTBRANDS OR ANYINVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSEDHEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBYIRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY SOFTBRANDSOR ANY INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT,OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONALSERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BYMAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OFDELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREESTHAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANYMANNER PERMITTED BY LAW. SOFTBRANDS AND INVESTORS HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.     5.6 **Counterparts.**This Agreement may be executed in two or more counterparts, each of whichshall constitute an original, but all of which, when taken together, shall constitute but oneinstrument, and shall become effective when one or more counterparts have been signed by each partyhereto and delivered to the other parties.     5.7 **Successors and Assigns.** This Agreement shall be binding upon and inure to the benefit ofthe parties and their successors and permitted assigns. No party may assign this Agreement or anyrights or obligations hereunder without the prior written consent of the other parties to thisAgreement.     5.8 **Independent Nature of Holders’ Obligations and Rights.**The obligations of each Holderunder this Agreement are several and not joint with the obligations of any other Holder, and noHolder shall be responsible in any way for the performance of the obligations of any other Holder.Nothing contained herein or this Agreement, and no action taken by any Holder pursuant thereto,shall be deemed to constitute the Holders as a partnership, an association, a joint venture or anyother kind of entity, or create a presumption that the Holders are in any way acting in concert oras a group with respect to such obligations or the transactions contemplated by this Agreement.Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection withmaking its investment hereunder and that no other Holder will be acting as agent of such Holder inconnection with monitoring its investment hereunder. Each Holder shall be entitled toindependently protect and enforce its rights, including without limitation the rights arising outof this Agreement, and it shall not be necessary for any other Holder to be joined as an additionalparty in any proceeding for such purpose.
 

 
           IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute thisDividend Payment Agreement as of the date first above written.      SOFTBRANDS, INC.