TRANSFER, NEW CERTIFICATES FOR THE
SECURITIES BEING TRANSFERRED THAT DO NOT BEAR THE LEGEND SET FORTH IN SECTION
4.4.4.
4.4.3
EXCEPT AS PROVIDED IN SECTION 4.4.2, UNTIL TRANSFERRED PURSUANT TO
SECTION 4.41(I) OR (III), EACH CERTIFICATE EVIDENCING THE OWNERSHIP OF SERIES
C-1 PREFERRED STOCK OR CONVERSION SHARES SHALL BE IMPRINTED WITH A LEGEND
SUBSTANTIALLY IN THE FOLLOWING FORM:
4.4.4
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON AUGUST 17, 2005, 2006 AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW.
THESE SECURITIES 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 THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN THE
SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF
AUGUST 17, 2005 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 WITHOUT CHARGE TO THE
HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.
5.
CONDITIONS OF OBLIGATIONS OF THE PARTIES.
THE OBLIGATION OF EACH
OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY IS SUBJECT TO
THE EXECUTION AND DELIVERY BY EACH OF THE INVESTORS AND THE COMPANY OF THE
SERIES D PURCHASE AGREEMENT AND THE SERIES D PURCHASE AGREEMENT SHALL BE IN FULL
FORCE AND EFFECT AS OF THE CLOSING.
6.
MISCELLANEOUS.
6.1
NOTICES.
ANY NOTICES PERMITTED OR REQUIRED TO BE MADE UNDER THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE GIVEN AS FOLLOWS (UNLESS AND UNTIL
CHANGED BY WRITTEN NOTICE):
If to the Company, to:
SoftBrands, Inc.
Two Meridian Crossings
Suite 800
Minneapolis, MN 55423
Attention:
Gregg A. Waldon
Facsimile:
(612) 851-1901
with a copy to:
Dorsey & Whitney LLP
50 South Sixth Street
Suite 1500
Minneapolis, MN 55402
Attention:
Tom Martin, Esq.
Facsimile No.:
(612) 340-7800
If to the Investors, to:
The addresses set forth on Exhibit A hereto
Notices shall be sent in writing and shall be deemed to have been given one day
after being sent by Federal Express or similar reliable overnight courier
service, or when sent by telecopy (with a confirmation copy by overnight courier
service).
6.2
FURTHER ASSURANCES.
THE PARTIES AGREE TO TAKE SUCH OTHER ACTIONS
AND ASSURANCES, AND MAKE, EXECUTE AND DELIVER SUCH OTHER DOCUMENTS, AS MAY BE
REASONABLY NECESSARY IN ORDER TO CONSUMMATE AND COMPLETE THE TRANSACTIONS
CONTEMPLATED HEREBY.
6.3
INTERPRETATION; MISCELLANEOUS.
THIS AGREEMENT (INCLUDING ALL
EXHIBITS HERETO) AND THOSE OTHER AGREEMENTS OF EVEN DATE HEREWITH, CONTAIN THE
COMPLETE AGREEMENT CONCERNING THE SUBJECT MATTER HEREOF, AND SUPERSEDE ANY AND
ALL OTHER AGREEMENTS, UNDERSTANDINGS, AND REPRESENTATIONS BETWEEN THE PARTIES,
WRITTEN OR ORAL, PRIOR TO THE DATE HEREOF.