1 EXHIBIT 4.2 VARSITYBOOKS.COM INC. FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT' Rights Agreement • February 8th, 2000 • Varsitybooks Com Inc • Services-business services, nec • Delaware
1 EXHIBIT 10.3 OPERATING AGREEMENT THIS OPERATING AGREEMENT (this "Agreement"), effective as of October 1, 1999 (the "Effective Date"), is made by and between VARSITYBOOKS.COM INC., a Delaware corporation, and its permitted successors and assigns (the...Operating Agreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • New York
UNDERWRITING AGREEMENT February __, 2000 FleetBoston Robertson Stephens Inc. Thomas Weisel Partners LLC Friedman, Billings, Ramsey & Co., Inc. DLJdirect, Inc. As Representatives of the several Underwriters c/o FleetBoston Robertson Stephens Inc. 555...Underwriting Agreement • February 9th, 2000 • Varsitybooks Com Inc • Services-business services, nec • New York
1 - 2 WHEREAS, the Certificate of Incorporation of the Company, as they may be amended or amended and restated from time to time (the "Charter"), provide that the Company shall indemnify and hold harmless directors, advisors, or affiliates, as such...Indemnification Agreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • Delaware
Exhibit (ii)Restricted Stock Agreement • May 15th, 2001 • Varsitybooks Com Inc • Services-business services, nec • Delaware
BETWEENAgreement of Lease • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • Washington
AGREEMENTAgreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • District of Columbia
2 3 Agreement. In such an event, this Agreement automatically will terminate on the date set forth in Retailer's notice as if it were the Termination Date. If Retailer wishes to terminate this Agreement pursuant to this clause (b), none of the annual...License Agreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • New York
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of this 27th day of April, 1999 by and among VarsityBooks.com Inc., a Delaware corporation (the "Company"), with principal offices...Registration Rights Agreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • Delaware
CONFIDENTIAL INTERACTIVE MARKETING AGREEMENTConfidential Interactive Marketing Agreement • February 14th, 2000 • Varsitybooks Com Inc • Services-business services, nec • Virginia
Exhibit 10.13 CREDIT AGREEMENT This Credit Agreement ("Agreement") is made and entered into on January 19, 2000, by and between VarsityBooks.com Inc., Delaware corporation, ("Borrower"), and Imperial Bank, a California banking corporation, ("Bank")....Credit Agreement • February 8th, 2000 • Varsitybooks Com Inc • Services-business services, nec • California
1 EXHIBIT 4.2 VARSITYBOOKS.COM INC. THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • January 4th, 2000 • Varsitybooks Com Inc • Services-business services, nec • Delaware
AGREEMENTAgreement • November 4th, 2003 • Varsitybooks Com Inc • Services-business services, nec • District of Columbia
THIS AGREEMENT (the “Agreement”) made as of the 18th day of August 2003 by and between VARSITY GROUP INC., a Delaware corporation (the “Company”), and JEFF GATTO (the “Executive”).
EXHIBIT 10.15 PRODUCT PROMOTION AGREEMENT This PRODUCT PROMOTION AGREEMENT (this "AGREEMENT") is entered into as of the 3rd day of February, 2000 (the "EFFECTIVE DATE") by and between VARSITYBOOKS.COM INC., a Delaware corporation with offices at 2020...Product Promotion Agreement • February 8th, 2000 • Varsitybooks Com Inc • Services-business services, nec • Delaware
1 EXHIBIT 10.5 AMENDED AND RESTATED DROP SHIP AGREEMENT THIS AMENDED AND RESTATED DROP SHIP AGREEMENT (this "Agreement"), effective as of the 1st day of October, 1999 (the "Effective Date"), is entered into by and between VARSITYBOOKS.COM INC. (f/k/a...Drop Ship Agreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 31st, 2005 • Varsity Group Inc • Retail-catalog & mail-order houses
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of November 12, 2004 by and between Eric Kuhn (“Seller”) and Varsity Group Inc., a Delaware corporation (the “Company”).
EXHIBIT 10.14 MARKETING SERVICES AGREEMENT This MARKETING SERVICES AGREEMENT (this "AGREEMENT") is entered into as of the 3rd day of February, 2000 (the "EFFECTIVE DATE") by and between VarsityBooks.com Inc., a Delaware corporation with offices at...Marketing Services Agreement • February 8th, 2000 • Varsitybooks Com Inc • Services-business services, nec
Exhibit 10.13 CREDIT AGREEMENT This Credit Agreement ("Agreement") is made and entered into on January 19, 2000, by and between VarsityBooks.com Inc., Delaware corporation, ("Borrower"), and Imperial Bank, a California banking corporation, ("Bank")....Credit Agreement • February 11th, 2000 • Varsitybooks Com Inc • Services-business services, nec • California
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 3rd, 2004 • Varsitybooks Com Inc • Retail-catalog & mail-order houses
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of November 4, 2003 by and between Eric Kuhn (“Seller”) and Varsity Group, Inc., a Delaware corporation (the “Company”).
1 2 II. ADDITIONAL SERVICESPromotional and Customer Services Agreement • November 8th, 1999 • Varsitybooks Com Inc • Services-business services, nec • New York
ContractVarsity Group Inc • February 29th, 2008 • Retail-catalog & mail-order houses • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES LAWS WHICH MAY BE APPLICABLE.
QuickLinks -- Click here to rapidly navigate through this documentVarsity Group Inc • March 7th, 2008 • Retail-catalog & mail-order houses
As more fully described in the accompanying materials, on February 22, 2008 Varsity Group Inc. (the "Company" or "Varsity") entered into an Agreement and Plan of Merger (the "Merger Agreement") with VGI Holdings Corp. ("Parent") and VGI Acquisition Corp., a wholly-owned subsidiary of Parent ("Purchaser"). Parent is a wholly-owned subsidiary of Follett Corporation ("Follett").
February 17, 2004 Mr. Eric J. Kuhn President and CEO Varsity Group Inc. Washington, DC 20036 Dear Eric: The purpose of this letter is to confirm the agreement of the parties with respect to the matters set forth herein.Varsity Group Inc • August 15th, 2005 • Retail-catalog & mail-order houses
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that, effective as of July 1, 2004, this letter agreement (the “2004/2005 Agreement”), together with the agreements listed in Schedule 1 attached hereto and made a part hereof by reference (“Schedule 1”), will collectively represent the entire agreement between Baker & Taylor Fulfillment, Inc. (“B&T Fulfillment”) and Varsity Group, Inc., a/k/a VarsityBooks.com, f/k/a The Textbook Club, Inc. (collectively, “Varsity”) regarding the subject matter hereof. If not previously superseded or terminated by agreement of the parties, all prior agreements between Varsity and Baker & Taylor, Inc. (“B&T”) and/or B&T Fulfillment regarding the subject matter hereof (other than those listed in Schedule 1) shall be deemed superseded by this 2004/2005 Agreement as of July 1, 2004, including but not limited to that certain letter agreement dated June 1, 1999, that certain letter agreement d
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT Among VARSITY GROUP INC., CAMPUS OUTFITTERS, LLC, CAMPUS TEXTBOOKS, LLC and THE SELLERS listed on the signature page hereof Dated as of May 26, 2005Membership Interest and Asset Purchase Agreement • June 1st, 2005 • Varsity Group Inc • Retail-catalog & mail-order houses • New York
AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENTCredit Loan Agreement and Security Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses • Illinois
THIS AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT ("Agreement") is made as of February 22, 2008, by and among Varsity Group Inc., a Delaware corporation, Campus Outfitters Group, LLC, a Delaware limited liability company, VarsityBooks.com, LLC, a Delaware limited liability company and CollegeImpact.com, Inc., a Delaware corporation, all having an address at 2677 Prosperity Avenue, Fairfax, Virginia 20031 (collectively, the "Borrower"); and VGI FINANCIAL CORP., a Delaware corporation (as assignee of Bank of America, N.A., a national banking corporation), having an address at 2233 West Street, River Grove, Illinois 60171-1895.
July 15, 2005 Mr. Eric J. Kuhn President and CEO Varsity Group Inc. Washington, DC 20036 Dear Eric:Varsity Group Inc • August 15th, 2005 • Retail-catalog & mail-order houses
The purpose of this letter is to confirm the agreement of Baker & Taylor Fulfillment, Inc. (“B&T Fulfillment”) and Varsity Group, Inc., a/k/a VarsityBooks.com, f/k/a The Textbook Club, Inc. (collectively, “Varsity”) with respect to the matters set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between VARSITY GROUP INC., a Delaware corporation (the “Company”), and John Griffin (the “Executive”), effective as of the Purchase Date. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in that certain Agreement and Plan of Merger dated February 22, 2008 (“Merger Agreement”) among the Company, VGI Holdings Corp., a Delaware corporation (“Parent”), and VGI Acquisition Corp., a Delaware corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”).
July 26, 2007 James M. Craig Chief Financial Officer Interim President and Chief Executive Officer Varsity Group Inc. Re: Second Amendment to Employment Agreement Dear Jim: The letter agreement (this "Agreement") shall serve as the second amendment to...Employment Agreement • July 31st, 2007 • Varsity Group Inc • Retail-catalog & mail-order houses
Effective as of the date hereof, you have agreed to serve as Chief Executive Officer of the Company reporting directly to the board of directors of the Company.
February 15, 2006Employment Agreement • February 21st, 2006 • Varsity Group Inc • Retail-catalog & mail-order houses
This letter agreement (this "Agreement") shall serve as an amendment to your employment agreement dated August 24, 1999 with Varsitybooks.com Inc. (your "Employment Agreement").
July 15, 2005 Mr. Eric J. Kuhn President and CEO Varsity Group Inc. Washington, DC 20036 Dear Eric:Varsity Group Inc • August 15th, 2005 • Retail-catalog & mail-order houses
This letter confirms the amendment of the letter agreement dated February 17, 2004 (the “2004/2005 Agreement”) by and between Baker & Taylor Fulfillment, Inc. (“B&T Fulfillment”) and Varsity Group, Inc., a/k/a VarsityBooks.com, f/k/a The Textbook Club, Inc. (“Varsity”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the 2004/2005 Agreement.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 21st, 2006 • Varsity Group Inc • Retail-catalog & mail-order houses • Delaware
THIS RESTRICTED STOCK AGREEMENT, dated as of February 17, 2006 (the "Award Date"), is made by and between VARSITY GROUP INC., a Delaware corporation (the "Corporation"), and Mark Thimmig, an employee of the Corporation (the "Employee"):
AGREEMENT AND PLAN OF MERGER by and among VARSITY GROUP INC., VGI HOLDINGS CORP. and VGI ACQUISITION CORP. Dated as of February 22, 2008Agreement and Plan of Merger • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.10 Sublease between AT&T Corp., Sublandlord, andVarsitybooks Com Inc • November 8th, 1999 • Services-business services, nec
SEPARATION AGREEMENTSeparation Agreement • November 22nd, 2006 • Varsity Group Inc • Retail-catalog & mail-order houses • District of Columbia
This Separation Agreement (the “Agreement”) is made effective as of November 21, 2006 (the “Effective Date”), by and between Mark Thimmig (“Employee”) and Varsity Group Inc., a Delaware corporation (the “Company”), with reference to the following facts:
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SCHOOLONE.COM, LLC VARSITY GROUP INC., AND CAMPUS OUTFITTERS GROUP, LLC, Dated as of February 27, 2008Membership Interest Purchase Agreement • April 23rd, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of February 27, 2008, by and among Schoolone.com, LLC, an Ohio limited liability company doing business as Fit Technology (“Purchaser”),Varsity Group Inc., a Delaware corporation (“Varsity”), and Campus Outfitters Group, LLC, a Delaware limited liability company (“Campus Outfitters”).
