EXHIBIT D REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of July 11, 1996, among ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., a corporation duly organized and validly existing under the laws of the State of Delaware...Registration Rights Agreement • July 10th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT D CONSENT AGREEMENT AGREEMENT dated as of the 3rd day of July, 2001 among Systems Holding, Inc., a Delaware corporation (hereinafter referred to as "Holdco"), Electronic Retailing Systems International, Inc., a Delaware corporation...Consent Agreement • July 26th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Connecticut
EXHIBIT F STOCKHOLDERS' AGREEMENT This Stockholders' Agreement, dated as of March 12, 1993 among the stockholders (collectively, the "Stockholders" and, individually, a "Stockholder") of ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., a Delaware...Stockholders' Agreement • July 10th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT C PARTICIPATION AGREEMENT Dated: As of June 26, 2001 10% Guaranteed Secured Notes of Electronic Retailing Systems International, Inc. TABLE OF CONTENTS Page ARTICLE I PARTICIPATIONS 1 ARTICLE II PARTICIPATION RIGHTS 2 ARTICLE III 8% NOTE...Participation Agreement • July 26th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Connecticut
Exhibit B AGREEMENT AND PLAN OF MERGER Dated as of July 2, 2001 among ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., SYSTEMS HOLDING, INC. AND SYSTEMS MERGER SUB, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Effect of...Agreement and Plan of Merger • July 10th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT C SUBSCRIPTION AGREEMENT (Share Contribution) Systems Holding, Inc. 488 Main Avenue Norwalk, Connecticut 06851-1007 Ladies and Gentlemen: 1. Recitals. The undersigned hereby acknowledges that Systems Holding, Inc. (the "Corporation") has been...Subscription Agreement • July 10th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Connecticut
EXHIBIT H REORGANIZATION AGREEMENT REORGANIZATION AGREEMENT dated as of this 12th day of March 1993 among ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Connecticut (hereinafter...Reorganization Agreement • July 10th, 2001 • Systems Holding Inc • Calculating & accounting machines (no electronic computers) • Delaware
