] Shares SMART TECHNOLOGIES INC. CLASS A SUBORDINATE VOTING SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • New York
TERM LOAN CREDIT AGREEMENT Dated as of July 31, 2013 among SMART TECHNOLOGIES ULC, as Borrower, SMART TECHNOLOGIES INC., as Parent, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO...Term Loan Credit Agreement • May 15th, 2015 • SMART Technologies Inc. • Computer peripheral equipment, nec • New York
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of July 31, 2013, among SMART TECHNOLOGIES ULC, an unlimited liability corporation amalgamated under the laws of the Province of Alberta, Canada (the “Borrower”), SMART TECHNOLOGIES INC., a corporation amalgamated under the laws of the Province of Alberta, Canada (“Parent”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
ABL CREDIT AGREEMENT Dated as of July 31, 2013 among SMART TECHNOLOGIES ULC, as Borrower, SMART TECHNOLOGIES INC., as Parent, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, Swing Line Lender and Joint ABL Agent MORGAN...Abl Credit Agreement • May 15th, 2015 • SMART Technologies Inc. • Computer peripheral equipment, nec • New York
This ABL CREDIT AGREEMENT (this “Agreement”) is entered into as of July 31, 2013, among SMART TECHNOLOGIES ULC, an unlimited liability corporation amalgamated under the laws of the Province of Alberta, Canada (the “Borrower”), SMART TECHNOLOGIES INC., a corporation amalgamated under the laws of the Province of Alberta, Canada (“Parent”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, Swing Line Lender and Joint ABL Agent, MORGAN STANLEY BANK, N.A., as L/C Issuer, BANK OF AMERICA, N.A., as Joint ABL Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EXECUTIVE EMPLOYMENT AGREEMENT (NOVEMBER 2014)Executive Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
WHEREAS the Corporation and the Executive entered into a further Amended and Restated Executive Employment Agreement dated as of January 1, 2013, (the “Former Agreement”);
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 24th, 2010 • SMART Technologies Inc. • Alberta
SMART TECHNOLOGIES INC., a body corporate, with its office in the Province of Alberta (hereinafter referred to as the “Corporation”)
SECOND LIEN CREDIT AGREEMENT Dated as of August 28, 2007 among SMART TECHNOLOGIES ULC, as Borrower, SMART TECHNOLOGIES (HOLDINGS) INC., as Holdings, DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent and, Collateral Agent, and THE OTHER LENDERS...Second Lien Credit Agreement • June 24th, 2010 • SMART Technologies Inc. • New York
This SECOND LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of August 28, 2007, among SMART TECHNOLOGIES ULC, an unlimited liability corporation amalgamated under the laws of the Province of Alberta, Canada (the “Borrower”), SMART TECHNOLOGIES (HOLDINGS) INC., a corporation incorporated under the laws of the Province of Alberta, Canada (“Holdings”), DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
NOVEMBER 20, 2015 AMENDING AGREEMENT to EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
FIRST LIEN CREDIT AGREEMENT Dated as of August 28, 2007 among SMART TECHNOLOGIES ULC, as Borrower, SMART TECHNOLOGIES (HOLDINGS) INC., as Holdings, DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent, Collateral Agent and L/C Issuer, and THE...First Lien Credit Agreement • June 24th, 2010 • SMART Technologies Inc. • New York
This FIRST LIEN CREDIT AGREEMENT (“Agreement”) is entered into as of August 28, 2007, among SMART TECHNOLOGIES ULC, an unlimited liability corporation amalgamated under the laws of the Province of Alberta, Canada (the “Borrower”), SMART TECHNOLOGIES (HOLDINGS) INC., a corporation incorporated under the laws of the Province of Alberta, Canada (“Holdings”), DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent and Collateral Agent and ROYAL BANK OF CANADA as RC Agent and Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMALGAMATION AGREEMENTAmalgamation Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
SCHOOL AMALCO LTD., a corporation incorporated under the laws of the Province of Alberta, having its registered office in Calgary, Alberta (“School”)
Director and Officer Indemnification AgreementIndemnification Agreement • May 15th, 2015 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this ● day of ● 201●, between SMART Technologies Inc. (the “Corporation”), a corporation incorporated under the Business Corporations Act (Alberta) and (the “Indemnified Party”).
AGREEMENT FOR SALE AND PURCHASE OF SHARES KUWAIT FINANCE HOUSE (BAHRAIN) B.S.C (c), NEW ZEALAND AUSTRALIA PRIVATE EQUITY FUND COMPANY B.S.C (c), JOLIMONT CAPITAL PARTNERS PTY LTD., ASCOT PRIVATE EQUITY LIMITED, TOUCH HOLDINGS LIMITED, AND ASCOT...Agreement for Sale and Purchase of Shares • June 24th, 2010 • SMART Technologies Inc.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties to this Agreement set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
NOVEMBER 5, 2015 AMENDING AGREEMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
This Amendment (“Amendment”) amends the Executive Employment Agreement between SMART Technologies Corporation and Greg Estell effective as of February 7, 2014 and amended effective May 16, 2014 (the “Agreement”).
NOVEMBER 5, 2015 AMENDING AGREEMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
This Amendment (“Amendment”) amends the Executive Employment Agreement between SMART Technologies Inc. and Warren Barkley effective as of November 7, 2013, as amended effective May 16, 2014 (the “Agreement”).
Director and Officer Indemnification AgreementIndemnification Agreement • June 24th, 2010 • SMART Technologies Inc. • Alberta
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this day of , , between SMART Technologies Inc. (the “Corporation”), a corporation incorporated under the Business Corporations Act (Alberta) and (the “Indemnified Party”).
SMART TECHNOLOGIES AMENDED AND RESTATED PARTICIPANT EQUITY LOAN PLAN AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
WHEREAS pursuant to a participation election dated (the “Participation Election”), the Borrower elected to purchase common shares in the capital of Smart Tech (the “Equity Plan Shares”) in accordance with the terms and conditions of Smart Tech 2009 Participant Equity Loan Plan dated as of January 1, 2009, as amended and restated December 19, 2012 (the “Plan”);
PERFORMANCE RSU AGREEMENT FOR U.S. PARTICIPANTPerformance Restricted Share Unit Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
STOCK OPTION AGREEMENTStock Option Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and between SMART Technologies Inc. and The Investors Party Hereto Dated as of June , 2010Registration Rights Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the day of June, 2010, by and among SMART Technologies Inc. (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and collectively as the “Investors.”
SMART TECHNOLOGIES INC. AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT JANUARY 22, 2013Securityholders Agreement • February 6th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
This Agreement is made as of the 22nd day of January, 2013 among SMART TECHNOLOGIES INC., an Alberta corporation, IFF HOLDINGS INC., an Alberta corporation, INTEL CORPORATION, a Delaware corporation and SCHOOL S.À.R.L., a Luxembourg body corporate.
Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this day of 2015, between SMART Technologies Inc. (the “Corporation”), a corporation incorporated under the Business Corporations Act (Alberta) and (the “Indemnified Party”). This Agreement replaces the prior Director and Officer Indemnification Agreement between the parties dated as of .
3636 RESEARCH ROAD NW CALGARY, ALBERTA LEASE BETWEEN HOOPP REALTY INC., AS LANDLORD AND SMART TECHNOLOGIES ULC AS TENANTLease Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
WITNESSES THAT in consideration of the premises, the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), the parties hereto covenant and agree as follows:
LOAN AND INDEMNITY AGREEMENT (this “Loan Agreement”)Loan and Indemnity Agreement • June 24th, 2010 • SMART Technologies Inc. • Alberta
WHEREAS SMART Bricks and Mortar Inc. (the “Borrower”) is or will become indebted to Royal Bank of Canada (“Royal”) in the principal amount of up to $52,000,000 (the “Royal Construction Loan”) in respect of a loan obtained or to be obtained by the Borrower pursuant to a credit agreement dated as of May 9, 2008 (the “Royal Credit Agreement”) between the Borrower, Royal and RBC Capital Markets (the “Arranger”) for the purposes of constructing the Project;
SMART TECHNOLOGIES INC. AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT JANUARY 22, 2013Securityholders Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
This Agreement is made as of the 22nd day of January, 2013 among SMART TECHNOLOGIES INC., an Alberta corporation, IFF HOLDINGS INC., an Alberta corporation, INTEL CORPORATION, a Delaware corporation and SCHOOL S.À.R.L., a Luxembourg body corporate.
SMART TECHNOLOGIES LOAN AGREEMENTLoan Agreement • June 24th, 2010 • SMART Technologies Inc. • Alberta
WHEREAS pursuant to a participation election dated (the “Participation Election”), the Borrower elected to purchase common shares in the capital of Smart Tech (the “Equity Plan Shares”) in accordance with the terms and conditions of Smart Tech 2009 Participant Equity Loan Plan (the “Plan”) dated as of January 1, 2009;
HOLDINGS CREDIT AGREEMENT Dated as of August 28, 2007 among SMART TECHNOLOGIES (HOLDINGS) INC., as Borrower, DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO DEUTSCHE BANK SECURITIES INC. as Joint Lead...Credit Agreement • June 24th, 2010 • SMART Technologies Inc. • New York
This HOLDINGS CREDIT AGREEMENT (“Agreement”) is entered into as of August 28, 2007, among SMART TECHNOLOGIES (HOLDINGS) INC., a corporation incorporated under the laws of the Province of Alberta, Canada (“Borrower”), DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent (“DB Canada”), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
NOVEMBER 20, 2015 AMENDING AGREEMENT to MANAGER EMPLOYMENT AGREEMENTManager Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
RSU AGREEMENT FOR U.S. PARTICIPANTRsu Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
SMART TECHNOLOGIES INC. PARTICIPANT EQUITY LOAN PLAN PLEDGE AGREEMENTPledge Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
WHEREAS pursuant to a participation election dated as of —, 200 , the Pledgor elected to purchase — common shares in the capital of the Pledgee (the “Equity Plan Shares”) in accordance with the terms and conditions of the Pledgee’s 2009 Participant Equity Loan Plan dated January 1, 2009, as amended and restated on December 19, 2012 (the “Plan”);
October 4, 2012 SMART Technologies 3636 Research Road NW Calgary, AB T2L 1Y1 CANADA Phone 403.245.0333 Fax 403.228.2500 info@smarttech.com www.smarttech.comSupplemental Letter Agreement • June 27th, 2013 • SMART Technologies Inc. • Computer peripheral equipment, nec
Please accept this Supplemental Letter agreement as confirmation of the Registered Retirement Savings Plan (RRSP), signing bonus, international relocation, short term incentive plan (STIP), long term incentive plan (LTIP) and other components of our arrangements.
MANAGER EMPLOYMENT AGREEMENTManager Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
SMART TECHNOLOGIES ULC, a body corporate, with offices in the Provinces of Alberta and Ontario (hereinafter referred to as the “Corporation”)
ARRANGEMENT AGREEMENT 689522 N.B. Ltd. – and – SMART Technologies Inc. – and – Foxconn Singapore (Pte). Dated as of May 26, 2016Arrangement Agreement • May 27th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
AND WHEREAS the Parties (as defined herein) intend to carry out the Acquisition by way of a plan of arrangement under section 193 of the ABCA (as defined herein) substantially on the terms and conditions set forth in the Plan of Arrangement (annexed hereto as Schedule “B”);
NOVEMBER 5, 2015 AMENDING AGREEMENT TO MANAGER EMPLOYMENT AGREEMENTManager Employment Agreement • June 7th, 2016 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
This Amendment (“Amendment”) amends the Manager Employment Agreement between SMART Technologies ULC and Steve Winkelmann effective as of December 15, 2014 (the “Agreement”).
STOCK OPTION AGREEMENTStock Option Agreement • July 12th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec
SMART TECHNOLOGIES INC. SECURITYHOLDERS AGREEMENT JUNE , 2010Securityholders Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta
THIS SECURITYHOLDERS AGREEMENT is made as of the day of June, 2010 among SMART TECHNOLOGIES INC., an Alberta corporation (“SMART” or the “Company”), IFF HOLDINGS INC., an Alberta corporation (“Founder”), INTEL CORPORATION, a Delaware corporation (“Intel”) and SCHOOL S.À R.L., a Luxembourg body corporate (“Apax”).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 24th, 2010 • SMART Technologies Inc.
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of May 11, 2010, among SMART TECHNOLOGIES ULC (the “Borrower”), SMART TECHNOLOGIES INC. (f/k/a SMART TECHNOLOGIES (HOLDINGS) INC.) (“Holdings”), the lending institutions party to the Credit Agreement referred to below (the “Lenders”), DEUTSCHE BANK AG, CANADA BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and ROYAL BANK OF CANADA, as RC Agent (in such capacity, the “Initial RC Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
