0001144204-07-061388 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2007 • Smart Online Inc • Services-prepackaged software

THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between Smart Online, Inc. a Delaware corporation (the “Company”), and Joseph Trepanier (the “Employee”), dated as of the 15th day of August, 2007.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2007 • Smart Online Inc • Services-prepackaged software • Delaware

THIS REGISTRATION RIGHTS AGREEMENT is made as of the 14th day of November, 2007 by and among Smart Online, Inc., a Delaware corporation (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, the “Investors”).

CONVERTIBLE SECURED SUBORDINATED PROMISSORY NOTE
Security Agreement • November 14th, 2007 • Smart Online Inc • Services-prepackaged software • Delaware

This Note is one of the “Notes” issued pursuant to the Convertible Secured Subordinated Note Purchase Agreement of even date herewith (as amended, modified or supplemented, the “Note Purchase Agreement”) between the Company and the Investors (as defined in the Note Purchase Agreement). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Note Purchase Agreement. This Note and the Investor are subject to certain restrictions, and are entitled to certain rights and privileges, set forth in the Note Purchase Agreement.

CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT
Convertible Secured Subordinated Note Purchase Agreement • November 14th, 2007 • Smart Online Inc • Services-prepackaged software • Delaware

This Convertible Secured Subordinated Note Purchase Agreement, dated as of November 14, 2007, (this “Agreement”) is entered into by and among Smart Online, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

Amendment No. 2 to EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2007 • Smart Online Inc • Services-prepackaged software

THIS AMENDMENT NO. 2 is made and entered into effective as of the 15th day of August, 2007 (“Amendment”) to the EMPLOYMENT AGREEMENT dated April 1, 2004, as amended by AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT dated November 9, 2005 (“Agreement”) by and between Thomas Furr and Smart Online, Inc.

SECURITY AGREEMENT
Security Agreement • November 14th, 2007 • Smart Online Inc • Services-prepackaged software • Delaware

THIS SECURITY AGREEMENT (this “Agreement”) is made as of November 14, 2007, among SMART ONLINE, INC., a Delaware corporation (the “Company”), and Doron Roethler, as agent for the Investors (as defined below) (together with its successors and assigns in such capacity, “Collateral Agent”).

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