0001193125-10-147856 Sample Contracts

] Shares SMART TECHNOLOGIES INC. CLASS A SUBORDINATE VOTING SHARES UNDERWRITING AGREEMENT

Underwriting Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • New York

• Contract Type
  Underwriting Agreement
• Filed
  June 28th, 2010
• Company
  SMART Technologies Inc.
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  New York

AMALGAMATION AGREEMENT

Amalgamation Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta

• Contract Type
  Amalgamation Agreement
• Filed
  June 28th, 2010
• Company
  SMART Technologies Inc.
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  Alberta

SCHOOL AMALCO LTD., a corporation incorporated under the laws of the Province of Alberta, having its registered office in Calgary, Alberta (“School”)

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and between SMART Technologies Inc. and The Investors Party Hereto Dated as of June , 2010

Registration Rights Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • New York

• Contract Type
  Registration Rights Agreement
• Filed
  June 28th, 2010
• Company
  SMART Technologies Inc.
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  New York

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the day of June, 2010, by and among SMART Technologies Inc. (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and collectively as the “Investors.”

SMART TECHNOLOGIES INC. SECURITYHOLDERS AGREEMENT JUNE , 2010

Securityholders Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta

• Contract Type
  Securityholders Agreement
• Filed
  June 28th, 2010
• Company
  SMART Technologies Inc.
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  Alberta

THIS SECURITYHOLDERS AGREEMENT is made as of the day of June, 2010 among SMART TECHNOLOGIES INC., an Alberta corporation (“SMART” or the “Company”), IFF HOLDINGS INC., an Alberta corporation (“Founder”), INTEL CORPORATION, a Delaware corporation (“Intel”) and SCHOOL S.À R.L., a Luxembourg body corporate (“Apax”).

SMART TECHNOLOGIES VOTING TRUST AGREEMENT

Voting Trust Agreement • June 28th, 2010 • SMART Technologies Inc. • Computer peripheral equipment, nec • Alberta

• Contract Type
  Voting Trust Agreement
• Filed
  June 28th, 2010
• Company
  SMART Technologies Inc.
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  Alberta

WHEREAS pursuant to a participation election dated (the “Participation Election”), the Participant elected to purchase common shares (the “Equity Plan Shares”) in the capital of Smart Tech in accordance with the terms and conditions of the Smart Technologies 2009 Participant Equity Loan Plan (the “Plan”) dated as of January 1, 2009;