PLEDGE AGREEMENT This Pledge Agreement (this "Pledge Agreement") is entered into as of January 6, 2002 by and among The Right Start, Inc. (the "Pledgor"), Targoff-RS, LLC, a New York limited liability company ("Targoff"), and Toy Soldier, Inc., a...Pledge Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
RECITALSLoan and Security Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
SHAREHOLDERS AGREEMENT TAG-ALONG RIGHTS AND VOTING RIGHTS SHAREHOLDERS AGREEMENT, dated November 19, 2001 (this "Agreement"), among F.A.O. SCHWARZ and QUALITY FULFILLMENT SERVICES, INC. (collectively, "Sellers"), FRED KAYNE, an individual ("Fred...Shareholders Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
OPERATING Agreement THIS OPERATING AGREEMENT made as of January 6, 2002 (this "Agreement") by and among TOY SOLDIER, INC., a Delaware corporation ("Buyer"), The Right Start, Inc., a California corporation ("Parent"), F.A.O. SCHWARZ, a New York...Operating Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
CONDITIONAL EMPLOYMENT AGREEMENT CONDITIONAL EMPLOYMENT AGREEMENT (the "Agreement") between ZB Company, Inc. (the "Company"), and Gene Rosadino (the "Employee"). WHEREAS, the Company and Employee anticipate that the Company will acquire the assets of...Employment Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Pennsylvania
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT...Right Start Inc /Ca • January 18th, 2002 • Retail-catalog & mail-order houses • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT...Right Start Inc /Ca • January 18th, 2002 • Retail-catalog & mail-order houses • New York
BACKGROUNDLoan and Security Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT, dated as of January 6, 2002 (the "Agreement"), among THE RIGHT START, INC., a California corporation ("Parent"), TOY SOLDIER, INC. , a Delaware corporation and wholly- owned subsidiary of...Transition Services Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
CONDITIONAL EMPLOYMENT AGREEMENT CONDITIONAL EMPLOYMENT AGREEMENT (the "Agreement") between ZB Company, Inc. (the "Company"), and Thomas G. Vellios (the "Employee"). WHEREAS, the Company and Employee anticipate that the Company will acquire the assets...Employment Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Pennsylvania
GUARANTY AND SECURITY AGREEMENT This GUARANTY AND SECURITY AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this "Guaranty and Security Agreement") dated as of January 7, 2002 is made by Targoff-RS, LLC, a New...Guaranty and Security Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • Massachusetts
AMENDED AND RESTATED MASTER NOTE (REVOLVING)Master Note • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses
For value received, the undersigned, The Right Start, Inc., a California corporation ("Parent"), and Toy Soldier, Inc., a Delaware corporation (collectively with Parent, the "Borrowers"), jointly, severally, and jointly and severally hereby promise to pay on the Maturity Date (as defined in the Loan Agreement referred to below) to the order of Wells Fargo Retail Finance, LLC, as successor in interest to Paragon Capital LLC, (the "Lender"), at its main office in Boston, Massachusetts, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) or, if less, the aggregate unpaid principal amount of all advances made by the Lender to the Borrowers hereunder, together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-d
RECITALSParent Security Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
amongSchwarz Trademark Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
RECITALSBuyer Security Agreement • January 18th, 2002 • Right Start Inc /Ca • Retail-catalog & mail-order houses • New York
