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
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 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 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 2(f) AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of February 11, 2000 among NewCheck Corporation, d/b/a Productivity Solutions, Inc., a corporation duly organized and validly...Registration Rights Agreement • February 18th, 2000 • Electronic Retailing Systems International Inc • Calculating & accounting machines (no electronic computers) • New York
