This Registration Rights Agreement (this "Agreement") is made and entered into as of the 30th day of October, 1999 by and among RightStart.com Inc., a Delaware corporation (the "Company") and Guidance Solutions, Inc. (the ------- "Developer")....Registration Rights Agreement • April 28th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
PLEDGE AGREEMENT This Pledge Agreement (this "Pledge Agreement") is entered into as of January 6, 2002 by and among The Right Start, Inc. (the "Pledgor"), Targoff-RS, LLC, a New York limited liability company ("Targoff"), and Toy Soldier, Inc., a...Pledge Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
TARGOFF-RS, LLC NOTE PURCHASE AGREEMENT This Targoff-RS, LLC Note Purchase Agreement (the "Agreement"), dated as of September 5, 2001, is made by and between The Right Start, Inc., a California corporation (the "Issuer") and Fred Kayne, an individual,...Note Purchase Agreement • November 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
THE RIGHT START, INC. SECURITIES PURCHASE AGREEMENT Dated as of September 1, 2000 $3,000,000 aggregate principal amount of Senior Subordinated Convertible Pay-in-Kind Notes due September 1, 2005Securities Purchase Agreement • September 12th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
THIS AGREEMENT is made between Paragon Capital LLC (hereinafter, "Paragon" or "Lender"), a Delaware limited liability company with its principal executive offices at Hillsite Office Building, 75 Second Avenue, Suite 400, Needham, Massachusetts 02494...Revolving Credit Agreement • January 25th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
OPERATING Agreement THIS OPERATING AGREEMENT made as of January 6, 2002 (this "Agreement") by and among TOY SOLDIER, INC., a Delaware corporation ("Buyer"), The Right Start, Inc., a California corporation ("Parent"), F.A.O. SCHWARZ, a New York...Operating Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses
March 22, 2002Asset Purchase Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
RECITALSSecurity Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
SHAREHOLDERS AGREEMENT TAG-ALONG RIGHTS AND VOTING RIGHTS SHAREHOLDERS AGREEMENT, dated November 19, 2001 (this "Agreement"), among F.A.O. SCHWARZ and QUALITY FULFILLMENT SERVICES, INC. (collectively, "Sellers"), FRED KAYNE, an individual ("Fred...Shareholder Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
GUARANTY (The Right Start, Inc.)Guaranty • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of September 1, 2000 between The Right Start, Inc., a California corporation (the "Company"), and ARBCO Associates, L.P., a California limited partnership,...Registration Rights Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
RightStart.com Inc. COMMON STOCK PURCHASE AGREEMENT TABLE OF CONTENTSCommon Stock Purchase Agreement • December 12th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.2 AMENDMENT TO LETTER AGREEMENT APRIL 13, 1998 WHEREAS, The Right Start, Inc. (the "Company"), ARBCO Associates, L.P., Kayne Anderson Non- Traditional Investments, L.P., Kayne Anderson Offshore Limited, Offense Group Associates, L.P. and...Letter Agreement • April 23rd, 1998 • Right Start Inc /Ca • Retail-catalog & mail-order houses
THE RIGHT START, INC. SECURITIES PURCHASE AGREEMENT Dated as of October 6, 2000 80,000 shares SERIES D CONVERTIBLE PAY-IN-KIND PREFERRED STOCK iii TABLE OF CONTENTSSecurities Purchase Agreement • October 11th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of September 5, 2001 between The Right Start, Inc., a California corporation (the "Company"), and Athanor Holdings, LLC ("Athanor"), Fred Kayne, an...Registration Rights Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
RECITALSInvestment Agreement • November 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
EXHIBIT 10.10 AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 2nd, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT...Subordination Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
This Investors' Rights Agreement (this "Agreement") is made and entered --------- into as of the 9th day of July, 1999 by and among RightStart.com Inc., a Delaware corporation (the "Company"), Sierra Ventures VII, L.P., a California ------- limited...Investors' Rights Agreement • July 13th, 1999 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of October 6, 2000 between The Right Start, Inc., a California corporation (the "Company"), and the undersigned and those who may purchase the Companies...Registration Rights Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
EXHIBIT 10.23 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of April 13, 1998 between The Right Start, Inc., a California corporation (the "Company"), and ARBCO Associates, L.P., a California limited...Registration Rights Agreement • May 1st, 1998 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of January 6, 2002 between The Right Start, Inc., a California corporation (the "Company"), and Royal Vendex KBB N.V., a Netherlands corporation (the...Registration Rights Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (as amended, supplemented or otherwise modified from time to time, the "Intellectual Property Security Agreement") is made and effective as of September 5, 2001, by...Intellectual Property Security Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses
RECITALSLoan and Security Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT, dated as of January 6, 2002 (the "Agreement"), among THE RIGHT START, INC., a California corporation ("Parent"), TOY SOLDIER, INC. , a Delaware corporation and wholly- owned subsidiary of...Transition Services Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
RECITALSLoan and Security Agreement • September 12th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Illinois
SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement") dated as of April 18, 2000 is made among RightStart.com Inc. (the "Obligor") and the Lenders referred to below. The Bridge Note and Warrant Purchase Agreement dated as of even date herewith...Security Agreement • June 12th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
Security Agreement (Equipment) THIS SECURITY AGREEMENT (this "Agreement"), dated as of this 5th day of September, 2001, is made by and between ZB COMPANY, INC. (f/k/a ZB Acquisition Co.) (the "Grantor"), with an address at 26610 Agoura Road, Suite...Security Agreement • May 1st, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses
Exhibit 10.1 RightStart.com Inc. SERIES A PREFERRED STOCK PURCHASE AGREEMENT TABLE OF CONTENTSSeries a Preferred Stock Purchase Agreement • July 13th, 1999 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
RECITALSIndemnification Agreement • April 28th, 2000 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
FIRST AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT AND CONVERTIBLE DEBENTUREConvertible Debenture Purchase Agreement • June 16th, 1997 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
