Electronic Retailing Systems International Inc Sample Contracts

Dated as of
Warrant Agreement • February 14th, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
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1 EXHIBIT 4.3 ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. 13 1/4% Senior Discount Notes Due 2004 REGISTRATION RIGHTS AGREEMENT
Electronic Retailing Systems International Inc • February 14th, 1997 • Calculating & accounting machines (no electronic computers) • New York
COMBINATION AGREEMENT BETWEEN ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC. and TELEPANEL SYSTEMS INC. October 29, 1997
Combination 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 HEREIN
Stock and Convertible Note Purchase Agreement • February 18th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
ARTICLE I DEFINITIONS
Lease Agreement • March 30th, 1998 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • Massachusetts
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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, 1997
Combination Agreement • November 3rd, 1997 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
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
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