EXHIBIT 10.25 STANDARD COMMERCIAL LEASE ARTICLE 1.00 BASIC LEASE TERMS 1.01 PARTIES. This lease agreement ("Lease") is entered in to by and between the following Lessor and Lessee: H B INDUSTRIAL PROPERTIES, A JOINT VENTURE ("Lessor")...Lease Agreement • March 7th, 2001 • Learningstar Inc • Retail-catalog & mail-order houses • Texas
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into --------- effective December 31, 2001 (the "Effective Date"), by and between LearningStar -------------- Corp., a Delaware corporation (hereinafter referred to as, the "Company"),...Employment Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses • California
EXHIBIT 10.17 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 21st, 2001 • Learningstar Inc • Retail-catalog & mail-order houses • Illinois
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of June 30, 2001 by and among LearningStar ---------- Corp., a Delaware corporation (the "Company"), and certain stockholders of the ------- Company...Registration Rights Agreement • August 14th, 2001 • Learningstar Corp • Retail-catalog & mail-order houses • Delaware
d) First Amendment Fee. For the ratable benefit of each of the Lenders, a fee of $75,000 (the "First Amendment Fee"), which First Amendment Fee ------------------- shall be charged to each Borrower's Loan Account and shall be fully earned and...Loan and Security Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of June 28, 2002, (the "Agreement") between Excelligence Learning Corporation, a Delaware corporation (the "Company"), and Ron Elliott ("Executive"). The Company desires to employ...Employment Agreement • August 14th, 2002 • Excelligence Learning Corp • Retail-catalog & mail-order houses • California
EXHIBIT 10.13 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 • January 9th, 2001 • Learningstar Inc • Massachusetts
EXHIBIT 4.1 =================================================================== ============= LOAN AND SECURITY AGREEMENT by and among LEARNINGSTAR CORP.,Loan and Security Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses • California
BETWEENDistribution Agreement • March 7th, 2001 • Learningstar Inc • Retail-catalog & mail-order houses • England
Exhibit 10.14 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 • January 9th, 2001 • Learningstar Inc • Massachusetts
WITNESSETH:Sublease Agreement • February 21st, 2001 • Learningstar Inc • Retail-catalog & mail-order houses • Pennsylvania
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...Learningstar Inc • January 9th, 2001
AGREEMENTAssumption Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses • California
OFFICE LEASELease • January 9th, 2001 • Learningstar Inc
Exhibit 10.18 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective May 5, 1999 (the "Effective Date"), by and between Earlychildhood.com LLC, a California limited liability company...Employment Agreement • January 9th, 2001 • Learningstar Inc • California
RECITALSEmployment Agreement • November 14th, 2001 • Learningstar Corp • Retail-catalog & mail-order houses • California
AGREEMENTLease Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses
Exhibit 10.5 ------------ RETENTION AGREEMENT ------------------- THIS RETENTION AGREEMENT (the "Agreement") is made and entered into as of this 30/th/ day of April, 2001 by and between LearningStar Corp., a Delaware corporation ("LearningStar" or the...Retention Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses • Massachusetts
Exhibit 4.4 ----------- LIMITED GUARANTY ---------------- THIS LIMITED GUARANTY (this "Guaranty"), dated as of March 21, 2002, is executed and delivered by RONALD ELLIOTT, an individual ("Guarantor"), in favor of GMAC Business Credit, LLC, a Delaware...Learningstar Corp • March 29th, 2002 • Retail-catalog & mail-order houses • California
Exhibit 10.8 ------------ EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is effective December 31, 2001, between LearningStar Corp. ("Employer") and Judith McGuinn ("Employee").Employment Agreement • March 29th, 2002 • Learningstar Corp • Retail-catalog & mail-order houses • California
EXHIBIT 10.8 ------------ 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...Learningstar Inc • January 9th, 2001
EXHIBIT 10.12 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 • January 9th, 2001 • Learningstar Inc • California
RELEASE -------Learningstar Corp • March 29th, 2002 • Retail-catalog & mail-order houses • Massachusetts
AGREEMENT ---------Executive Management Agreement • January 9th, 2001 • Learningstar Inc • California
January 4, 2002Learningstar Corp • March 29th, 2002 • Retail-catalog & mail-order houses • California
Exhibit 10.31 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...Center Services Agreement • February 21st, 2001 • Learningstar Inc • Retail-catalog & mail-order houses • California
EXHIBIT 9.2 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 • March 15th, 2001 • Learningstar Inc • Retail-catalog & mail-order houses • Delaware
RECITALSEmployment Agreement • January 9th, 2001 • Learningstar Inc • California
EXHIBIT 10.5 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...Learningstar Inc • March 7th, 2001 • Retail-catalog & mail-order houses
FIRST LIEN CREDIT AGREEMENT DATED AS OF NOVEMBER 29, 2006 AMONG ELC ACQUISITION CORPORATION (to be merged with and into Excelligence Learning Corporation as the Surviving Corporation), THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM...Credit Agreement • November 30th, 2006 • Excelligence Learning Corp • Retail-catalog & mail-order houses • New York
This Credit Agreement is entered into as of November 29, 2006 by and among ELC Acquisition Corporation, a Delaware corporation (the “Borrower”), which shall be merged with and into Excelligence Learning Corporation, a Delaware corporation, which shall be the surviving corporation on the Closing Date (as defined below), ELC Holding Corporation, a Delaware corporation (the “Parent”), the direct and indirect Subsidiaries of the Parent from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
EXHIBIT 10.6 FORM OF LOCK-UP AGREEMENT November __, 2000 S-E Educational Holdings Corp. ______________________________ ______________________________ ______________________________ Ladies and Gentlemen: Concurrently with the execution of this...Learningstar Inc • March 7th, 2001 • Retail-catalog & mail-order houses
ContractThat Lease Agreement • May 11th, 2004 • Excelligence Learning Corp • Retail-catalog & mail-order houses
AMENDMENT NUMBER FOUR TO THAT LEASE AGREEMENT DATED MARCH 23, 1999 BETWEEN RYAN OAKS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (AS SUCCESSOR-IN-INTEREST TO SPIEKER PROPERTIES, L.P.), AS LANDLORD, AND EXCELLIGENCE LEARNING CORPORATION, A DELAWARE CORPORATION, FORMERLY KNOWN AS LEARNINGSTAR CORPORATION, AS TENANT, FOR PREMISES LOCATED AT 2 LOWER RAGSDALE DRIVE, SUITE 200, MONTEREY, CALIFORNIA.
ContractThat Lease Agreement • May 10th, 2006 • Excelligence Learning Corp • Retail-catalog & mail-order houses
AMENDMENT NUMBER FIVE TO THAT LEASE AGREEMENT DATED MARCH 23, 1999 BETWEEN RYAN OAKS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (AS SUCCESSOR-IN-INTEREST TO SPIEKER PROPERTIES, L.P.), AS LANDLORD, AND EXCELLIGENCE LEARNING CORPORATION, A DELAWARE CORPORATION, FORMERLY KNOWN AS LEARNINGSTAR CORP., AS TENANT, FOR PREMISES LOCATED AT 2 LOWER RAGSDALE DRIVE, SUITE 200, MONTEREY, CALIFORNIA.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ELC HOLDINGS CORPORATION, ELC ACQUISITION CORPORATION AND EXCELLIGENCE LEARNING CORPORATION DATED AS OF JULY 19, 2006Agreement and Plan of Merger • July 25th, 2006 • Excelligence Learning Corp • Retail-catalog & mail-order houses • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2006 (this “Agreement”), by and among ELC Holdings Corporation, a Delaware corporation (“Parent”), ELC Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Excelligence Learning Corporation, a Delaware corporation (the “Company”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • September 22nd, 2006 • Excelligence Learning Corp • Retail-catalog & mail-order houses
This SECOND AMENDMENT TO LEASE AGREEMENT (this Amendment) is made and entered into as of September 18, 2006 by and between TIAA Realty, Inc., a Delaware corporation (Landlord), and Educational Products, Inc., a Texas corporation (Tenant).
