EXHIBIT A TERMINATION AGREEMENT AGREEMENT dated as of the 22nd day of April, 1998 by and between: ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC., a Delaware corporation ("ERS"), -and- TELEPANEL SYSTEMS INC., a corporation incorporated under the...Termination Agreement • May 4th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
Dated as ofWarrant Agreement • February 14th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
1 EXHIBIT 4.3 ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. 13 1/4% Senior Discount Notes Due 2004 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
147,312,000 Representing 147,312 Units Consisting of 13 1/4% Senior Discount Notes Due 2004 and Warrants to Purchase 2,538,258 Shares of Common StockPurchase Agreement • February 14th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.17 LEASE AGREEMENT This sets forth a Lease Agreement made as of this 30th day of May, 1997 between 488 Main Avenue Associates, L.L.C., a Connecticut limited liability corporation with an address of P.0. Box 2870 Westport, Connecticut 06880...Lease Agreement • March 30th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
EXHIBIT (d)(9) REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of March 12, 1993, 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 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 10.27 SEVERANCE AGREEMENT AGREEMENT made as of this 23rd day of June, 2000 between Jerry McAuliffe, residing at 8 Billwood Drive, Monroe, New York 10950 (the "Executive"), and Electronic Retailing Systems International, Inc., a Delaware...Severance Agreement • April 2nd, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT (d)(5) 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 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
EXHIBIT 10.1 AMENDMENT NO. 2 TO STOCKHOLDERS' AGREEMENT Amendment No. 2 dated as of April 15, 1998 to the Stockholders' Agreement dated as of March 12, 1993, as amended October 29, 1997 (the "Stockholders' Agreement"), among Norton Garfinkle, The G/N...Stockholders' Agreement • May 14th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
Exhibit 10.33 WARRANT ASSIGNMENT AGREEMENT AGREEMENT dated as of this 1st day of August, 2000, between Electronic Retailing Systems International, Inc., a Delaware corporation (the "Company"), and Norman Tsang, residing at 234 Marvin Ridge Road, New...Warrant Assignment Agreement • April 2nd, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT (d)(8) 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...Stockholders' Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT (d)(4) 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 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
Exhibit 99.1 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...Merger Agreement • July 9th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 10.34 WARRANT ASSIGNMENT AGREEMENT AGREEMENT dated as of this 1st day of August, 2000, between Electronic Retailing Systems International, Inc., a Delaware corporation (the "Company"), and Paul S. Lavoie, residing at 117 Meadowview Drive,...Warrant Assignment Agreement • April 2nd, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
EXHIBIT (d)(2) 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...Subscription Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
Exhibit 2(e) GUARANTY AGREEMENT dated as of July 6, 2000, by Electronic Retailing Systems International, Inc., a corporation duly organized and validly existing under the laws of the State of Connecticut (collectively, with each additional guarantor...Guaranty Agreement • July 7th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.29 SEVERANCE AGREEMENT AGREEMENT made as of this 23rd day of June, 2000 between Paul Lavoie, residing at 117 Meadowview Drive, Trumbull, Connecticut 06611 (the "Executive"), and Electronic Retailing Systems International, Inc., a Delaware...Severance Agreement • April 2nd, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 10.11 PARTIAL LEASE TERMINATION AGREEMENT WHEREAS, 488 Main Avenue Associates, LLC ("Landlord") and Electronic Retailing Systems International, Inc. ("Tenant") are parties to a Lease Agreement dated May, 1997 and an Amendment No. 1 to Lease...Partial Lease Termination Agreement • April 2nd, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
COMBINATION AGREEMENT BETWEEN ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. and TELEPANEL SYSTEMS INC. October 29, 1997Combination Agreement • November 5th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
Exhibit 2(a) STOCK AND CONVERTIBLE NOTE PURCHASE AGREEMENT dated as of February 11, 2000 among NEWCHECK CORPORATION d/b/a Productivity Solutions, Inc. and THE PURCHASERS NAMED HEREINStock and Convertible Note Purchase Agreement • February 18th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
ARTICLE I DEFINITIONSLease Agreement • March 30th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Massachusetts
Exhibit 10.20 JOINT DISTRIBUTION AGREEMENT THIS JOINT DISTRIBUTION AGREEMENT is entered into as of February 3, 1998, between Electronic Retailing Systems International, Inc. ("ERS"), a Delaware corporation having a place of business at 488 Main...Joint Distribution Agreement • March 30th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
Exhibit 10.21 RELEASE AND SETTLEMENT AGREEMENT -------------------------------- This RELEASE AND SETTLEMENT AGREEMENT (hereinafter "Agreement") is made by and between ELECTRONIC RETAILING SYSTEMS, INC. (hereinafter "THE COMPANY" and MICHAEL L....Release and Settlement Agreement • March 31st, 1999 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
Exhibit 99.5 AMENDMENT NO. 1 TO GUARANTY AGREEMENT AMENDMENT NO. 1 dated July 24, 2001 to Guaranty Agreement dated July 6, 2000 (hereinafter referred to as the "Original Guaranty Agreement"), by Electronic Retailing Systems International, Inc., a...Guaranty Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
AMENDMENT NO. 1 dated July 24, 2001 to Guaranty Agreement dated July 6, 2000 (hereinafter referred to as the "Original Guaranty Agreement"), by Electronic Retailing Systems International, Inc., a corporation duly organized and validly existing under the laws of the State of Connecticut (collectively, with each additional guarantor becoming a party to the Original Guaranty Agreement, as amended hereby, in the manner therein set forth, hereinafter referred to as the "Subsidiary Guarantor"), and wholly-owned subsidiary of Electronic Retailing Systems International, Inc., a corporation and existing under the laws of the State of Delaware (hereinafter referred to as the "Maker"), for the benefit of the holders of the Notes therein identified (as such holders may from time to time be constituted, hereinafter referred to as the "Holders").
COMBINATION AGREEMENT BETWEEN ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. and TELEPANEL SYSTEMS INC. October 29, 1997Combination Agreement • November 3rd, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
October 29, 1997 Electronic Retailing Systems International, Inc. 488 Main Avenue Norwalk, Connecticut 06851-2500 Telepanel Systems Inc. 245 Riviera Drive Markham, Ontario Canada L3R SJ9 Ladies and Gentlemen: In connection with and in furtherance of...Combination Agreement • November 5th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
Exhibit 2(c) MANAGEMENT AGREEMENT dated as of February 11, 2000 NewCheck Corporation d/b/a Productivity Solutions, Inc.Management Agreement • February 18th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
Exhibit 10.11 PARTIAL LEASE TERMINATION AGREEMENT WHEREAS, 488 Main Avenue Associates, LLC ("Landlord") and Electronic Retailing Systems International, Inc. ("Tenant") are parties to a Lease Agreement dated May, 1997 and an Amendment No. 1 to Lease...Partial Lease Termination Agreement • March 30th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
Exhibit 2(g) AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of February 11, 2000 among NewCheck Corporation, d/b/a Productivity Solutions, Inc., a corporation duly organized, validly existing...Securityholders Agreement • February 18th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Delaware
Exhibit 10(h) SUBORDINATION AGREEMENT This Subordination Agreement is made as of July 31, 2001, by and between ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. ("Creditor"), and SILICON VALLEY BANK, a California-chartered bank, with its principal...Subordination Agreement • August 16th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • California
EXHIBIT 10.4 SUPPLEMENT TO STOCKHOLDERS' AGREEMENT Amendment No. 1 dated as of October 29, 1997 to the Stockholders' Agreement dated as of March 12, 1993 (the "Stockholders' Agreement") among Norton Garfinkle, The G/N Garfinkle Trust, Bruce F....Stockholders' Agreement • March 30th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
Exhibit 2(b) NEITHER THIS NOTE, NOR THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT NEWCHECK CORPORATION d/b/a Productivity Solutions, Inc. 8%...Convertible Note • February 18th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
Exhibit 10.20 RELEASE AND SETTLEMENT AGREEMENT -------------------------------- This RELEASE AND SETTLEMENT AGREEMENT (hereinafter "Agreement") is made by and between ELECTRONIC RETAILING SYSTEMS, INC. (hereinafter "THE COMPANY" and WILLIAM W. ERDMAN....Release and Settlement Agreement • March 31st, 1999 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Connecticut
EXHIBIT 10.25 As of December 1, 2000 TO EACH HOLDER OF SERIES C CONVERTIBLE PREFERRED STOCK, $.0001 PAR VALUE ("SERIES C STOCK"), OF NEWCHECK CORPORATION: Under the terms of the Amended and Restated Securityholders Agreement dated February 11, 2000...Securityholders Agreement • April 2nd, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
Exhibit 99.6 AMENDMENT NO. 1 TO CONDITIONAL ASSIGNMENT AND SECURITY AGREEMENT Amendment No. 1 dated as of the 18th day of July, 2001 to the Conditional Assignment and Security Agreement dated as of July 6, 2000 (hereinafter referred to as the...Conditional Assignment and Security Agreement • July 26th, 2001 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers)
