0001144204-10-020625 Sample Contracts

FOURTH AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT, SECOND AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED PROMISSORY NOTES AND THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 15th, 2010 • Smart Online Inc • Services-prepackaged software • Delaware

THIS FOURTH AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT, SECOND AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED PROMISSORY NOTES AND THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), effective as of March 5, 2010, is made and entered into by and among Smart Online, Inc., a Delaware corporation (the “Company”), the undersigned holders (the “Holders”, and each individually, a “Holder”) of the Convertible Secured Subordinated Promissory Notes (the “Notes”) issued by the Company from time to time pursuant to that certain Convertible Secured Subordinated Note Purchase Agreement, dated November 14, 2007 (as amended through the date hereof, the “Note Purchase Agreement”), among the Company and the Holders. Capitalized terms used but not defined herein have the meanings assigned to them in the Note Purchase Agreement.

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RESTRICTED STOCK AGREEMENT (Non-Employee Director)
Restricted Stock Agreement • April 15th, 2010 • Smart Online Inc • Services-prepackaged software • Delaware

THIS RESTRICTED STOCK AGREEMENT, made and entered into as of the ___ day of ____________, by and between Smart Online, Inc., a Delaware corporation (the “Company), and _________, a member of the Company’s Board of Directors (the “Director”).

SMART ONLINE, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • April 15th, 2010 • Smart Online Inc • Services-prepackaged software

THIS NONQUALFIED STOCK OPTION AGREEMENT, made and entered into as of the _____ day of ______, by and between Smart Online, Inc., a Delaware corporation (the “Company”), and ________ (the “Participant”).

SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT
Reimbursement Agreement • April 15th, 2010 • Smart Online Inc • Services-prepackaged software • Delaware

THIS SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT (this “Second Amendment”), effective as of January 19, 2010, is made and entered into by and between Smart Online, Inc., a Delaware corporation (the “Company”), and Atlas Capital SA, a Swiss business organization (“Atlas”).

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