X0202 3 2005-08-17 0 0001311926 SoftBrands, Inc. SFBD.PK 0001164116 ABRY MEZZANINE PARTNERS LP 111 HUNTINGTON AVENUE BOSTON MA 02199 0 0 1 0 Series C Convertible Preferred Stock 2.01 2005-08-17 Common Stock 7462687 D Stock Purchase Warrant 2.11 2005-08-17 2015-08-17 Common Stock 1000000 D Each share of Preferred Stock is convertible at any time at the holder?s option and, subject to satisfaction of certain conditions, may be redeemed by the Issuer at any time after August 17, 2007. Conversion price is subject to adjustment. The general partner of ABRY Mezzanine Partners, L.P. is ABRY Mezzanine Investors, L.P. ABRY Mezzanine Investors? general partner is ABRY Mezzanine Holdings, LLC, whose managing member is Royce Yudkoff. An Investment Committee of ABRY Mezzanine Holdings, LLC exercises exclusive decision making authority with respect to investments by ABRY Mezzanine Partners, L.P. Exercise price is subject to adjustment. /s/ John Hunt as Authorized Signatory for ABRY Mezzanine Partners, L.P. 2005-08-19