EXHIBIT 10.12 SMARTERKIDS.COM,INC. 1999 Incentive Stock Option Agreement ------------------------------------- SmarterKids.com, Inc. (the "Company") hereby grants the following stock option pursuant to its 1999 Stock Option and Incentive Plan. The...Incentive Stock Option Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • Massachusetts
Exhibit 10.13 CHANGE OF CONTROL AGREEMENT --------------------------- CHANGE OF CONTROL AGREEMENT, dated as of September 7, 2000, by and between SmarterKids.com. (the "Company") and __________ (the "Executive"). This Agreement supercedes any other...Change of Control Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • Massachusetts
OFFICE LEASEOffice Lease • October 19th, 1999 • Smarterkids Com Inc • Services-business services, nec
EXHIBIT 10.5 ------------ SmarterKids.com, Inc. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT ---------------------------------------------- This Agreement dated as of July 12, 1999, which amends and restates in its entirety that certain Investor...Investor Rights Agreement • September 9th, 1999 • Smarterkids Com Inc • Massachusetts
COMMON STOCKUnderwriting Agreement • November 17th, 1999 • Smarterkids Com Inc • Services-business services, nec • California
RECITALS: --------Registration Rights Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • Delaware
EXHIBIT 10.7 ------------ STANDARD FORM COMMERCIAL LEASE Member Greater Boston Real Estate Board 1. PARTIES LESSOR, which expression shall include McFarland FLP heirs, (fill in) successors, and assigns where the context so admits, does hereby lease to...Commercial Lease • October 19th, 1999 • Smarterkids Com Inc • Services-business services, nec
EXHIBIT 10.11 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 24, 1999, between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa...Loan and Security Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • California
EXHIBIT 9.1 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT, dated as of November 14, 2000 (the "Agreement"), is by and among Earlychildhood.com, LLC, a California limited liability company ("Earlychildhood") and the stockholders of...Stockholder Support Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • Delaware
This Agreement dated as of July 12, 1999, which amends and restates in its entirety that certain Stockholders' Voting Agreement dated as of November 6, 1998, is entered into by and among the persons and entities listed on Exhibit A --------- hereto...Stockholders' Voting Agreement • September 9th, 1999 • Smarterkids Com Inc • Massachusetts
a) Addenda: Landlord's Remedies in Event of Tenant Default Option to Extend Early Possession and Inducement Recapture Commencement Date Addendum (b) Exhibits:Exhibit A: Diagram of Premises. Exhibit A-1: Legal Description of Lot Exhibit B: Commencement...Industrial Multi-Tenant Lease • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec
Exhibit 10.16 Exodus Communications, Inc. Internet Data Center Services Agreement This Internet Data Center Services Agreement (this "Agreement") is made effective as of the Submission Date (June 29, 1999) indicated in the initial Internet Data Center...Internet Data Center Services Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • California
Version 1.0 March 9, 1999 Overview 1.1 NCS:Business Agreement • November 17th, 1999 • Smarterkids Com Inc • Services-business services, nec • Minnesota
EXHIBIT 2.3 CONSENT AND NON-CONTRAVENTION AGREEMENT This CONSENT AND NON- CONTRAVENTION AGREEMENT, dated as of November 14, 2000 (the "Agreement"), is by and among Earlychildhood.com, LLC, a California limited liability company ("Earlychildhood"), the...Consent and Non-Contravention Agreement • November 15th, 2000 • Smarterkids Com Inc • Services-business services, nec • Delaware
EXHIBIT 10.18 FORM OF AFFILIATE LETTER S-E Educational Holding Corp. ___________________ ___________________ ___________________ Ladies and Gentlemen: Pursuant to the terms of a Contribution Agreement and Plan of Reorganization and Merger (the "Merger...Affiliate Letter • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec
MERGER BY AND AMONGContribution Agreement and Plan of Reorganization and Merger • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • Delaware
SmarterKids.com, Inc. 200 Highland Avenue Needham, Massachusetts 02494 November 6, 1998 Richard Viard c/o SmarterKids.com, Inc. 200 Highland Avenue Needham, MA 02494 Dear Richard: This letter agreement will document the terms of your employment with...Employment Agreement • September 9th, 1999 • Smarterkids Com Inc
EXHIBIT 10.19 FORM OF LOCK-UP AGREEMENT November __, 2000 S-E Educational Holdings Corp. ______________________________ ______________________________ ______________________________ Ladies and Gentlemen: Concurrently with the execution of this...Lock-Up Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec
1. Services. Hammett agrees to perform product distribution, transportation, -------- warehouse storage, inventory management, and return services (collectively, the "Services") for the benefit of SmarterKids as described in Exhibit A. Hammett...Product Distribution Services Agreement • October 19th, 1999 • Smarterkids Com Inc • Services-business services, nec • Massachusetts
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT AND PLAN OF REORGANIZATION AND MERGERContribution Agreement and Plan of Reorganization and Merger • May 1st, 2001 • Smarterkids Com Inc • Services-business services, nec • Delaware
Exhibit 10.20 CONSULTING AGREEMENT -------------------- THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of ________, 2001 by and between S-E Educational Holdings Corp., a Delaware corporation ("Holdings"), and David Blohm...Consulting Agreement • April 2nd, 2001 • Smarterkids Com Inc • Services-business services, nec • Massachusetts
