STOCKHOLDERS AGREEMENT August 15, 2001Stockholders Agreement • September 18th, 2001 • Athanor Holdings LLC • Retail-catalog & mail-order houses
In connection with Investment Agreement dated as of even date herewith (the "Investment Agreement"), between Athanor Holdings, LLC ("Athanor") and The Right Start, Inc. ("Right Start"), and as an inducement to Athanor to enter into the Investment Agreement Fred Kayne and Kayne Anderson Investment Management, Inc. each severally agree with Athanor that he/it will (i) convert the convertible securities of Right Start (other than employee or director options) held by them not later than the date that the Convertible Preferred Stock is converted and (ii) vote all securities of Right Start held by them which are entitled to vote thereon (A) in favor of all matters necessary to approve the conversion of the Convertible Preferred Stock (including a vote to approve making the Convertible Preferred Stock pari passu with the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock) and, (B) in favor of the election of 3 directors
Exhibit 99.3 INVESTMENT AGREEMENT This Investment Agreement (this "Agreement") is dated and effective as of August 15, 2001, by and between The Right Start, Inc. ("Right Start") and Athanor Holdings, LLC ("Athanor"). Right Start and Athanor hereby...Investment Agreement • September 18th, 2001 • Athanor Holdings LLC • Retail-catalog & mail-order houses • California
RECITALSStockholders Agreement • September 18th, 2001 • Athanor Holdings LLC • Retail-catalog & mail-order houses • California
RECITALSInvestment Agreement • September 18th, 2001 • Athanor Holdings LLC • Retail-catalog & mail-order houses • California
