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 • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
BACKGROUNDLoan and Security Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
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
ASSET PURCHASE AGREEMENT by and among ZANY BRAINY, INC., CHILDREN'S PRODUCTS, INC., CHILDREN'S DEVELOPMENT INC., NOODLE KIDOODLE, INC., CHILDREN'S DISTRIBUTION, LLC, and ZANY BRAINY DIRECT LLC THE RIGHT START, INC.Asset Purchase Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Delaware
SERIES G CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series G Convertible Preferred 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...Series G Convertible Preferred Stock Purchase Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
WITNESSETHPledge Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
STOCKHOLDERS AGREEMENTStockholders Agreement • September 20th, 2001 • Right Start Inc /Ca • 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
LLC PURCHASE AGREEMENT This LLC Purchase Agreement (the "Agreement"), effective as of August 17, 2001, is made by and between The Right Start, Inc., a California corporation ("Buyer") and Michael Targoff ("Seller"), with reference to the following...LLC Purchase Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
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 agree as...Investment Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • California
W I T N E S S E T H :Parent Guaranty Agreement • September 20th, 2001 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
