DESIGNATIONS, WHICH MAY BE TRIGGERED BY THE ISSUANCE AND SALE OF THE SERIES D
SECURITIES PURSUANT TO THE SERIES D PURCHASE AGREEMENT.
5.
NO OTHER AMENDMENTS, WAIVERS OR
CONSENT. EXCEPT FOR THE AMENDMENT EXPRESSLY SET FORTH AND REFERRED TO IN SECTION
1 HEREOF, THE SERIES C PURCHASE AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL
FORCE AND EFFECT.
7
6.
REPRESENTATIONS AND WARRANTIES. TO
INDUCE ABRY AND CRP TO ENTER INTO THIS AMENDMENT, THE COMPANY HEREBY WARRANTS,
REPRESENTS AND COVENANTS TO AND WITH ABRY AND CRP THAT: (A) THIS AMENDMENT HAS
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY; AND (B) AFTER
GIVING EFFECT TO THIS AMENDMENT, NO REMEDY EVENT HAS OCCURRED AND IS CONTINUING
AS OF THIS DATE.
7.
REIMBURSEMENT OF EXPENSES. THE COMPANY
HEREBY AGREES TO REIMBURSE ABRY AND CRP ON DEMAND FOR ALL REASONABLE FEES AND
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION THE
REASONABLE AND ACTUAL FEES AND EXPENSES OF ITS COUNSEL) INCURRED BY ABRY AND CRP
IN CONNECTION WITH THE NEGOTIATION, DOCUMENTATION AND CONSUMMATION OF THIS
AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
8.
BINDING NATURE AND BENEFIT. THIS
AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF EACH PARTY HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
SIGNATURES. DELIVERY OF AN EXECUTED
SIGNATURE PAGE OF THIS AMENDMENT (WHICH MAY BE BY ELECTRONIC FACSIMILE
TRANSMISSION) SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
HEREOF.
10.
GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed by their respective officers or representatives thereunto duly
authorized, as of the date first above written.
SOFTBRANDS, INC.
By:
/s/ GREGG A. WALDON
Name: Gregg A. Waldon
Title: CFO
CAPITAL RESOURCE PARTNERS IV,
L.P.
By:
CRP Partners IV, L.L.C.
Its General Partner
By:
/s/ ALEXANDER MCGRATH
Name: Alexander McGrath
Title: Managing Member
ABRY MEZZANINE PARTNERS IV, L.P.
By:
ABRY MEZZANINE INVESTORS,
L.P., Its General Partner
By:
ABRY MEZZANINE HOLDINGS
LLC, Its General Partner
By:
/s/ JOHN HUNT
Name: John Hunt
Title: Partner
[Signature Page to Series C Consent]