Common use of Representations and Warranties of the Holders Clause in Contracts

Representations and Warranties of the Holders. As of the date hereof and as of the date of the Closing under the Merger Agreement, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as follows: (a) Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (d) This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.

Representations and Warranties of the Holders. As Each Holder represents and warrants to the Company as to itself as follows as of the date hereof and as of the date of the Initial Closing under the Merger Agreement, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as followsDate: (a) Such Holder is the sole owner of record legal and beneficial owner (as defined in Rule 13d-3 under of the Securities Exchange Act aggregate number of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes Preferred Shares and shares of this Agreement) of, and has good title to, the LLC Interests set forth adjacent Common Stock listed next to such Holder's ’s name on Annex A, Schedule 3 to this Agreement as of the date hereof. Such Holder owns such Preferred Shares and shares of Common Stock outright and free and clear of any mortgageoptions, pledgecontracts, hypothecationagreements, rights of others, claimliens, security interestinterests, chargemortgages, encumbrancepledges, title defectcharges, title retention equities, claims or restrictions on transferability or encumbrances of any kind, or other encumbrances. (b) Assuming the accuracy of the representations and warranties set forth in Section 4(b), following the Initial Conversion Closing, such Holder will be the legal and beneficial owner of the aggregate number of Preferred Shares (the “Remainder Preferred Shares”) and shares of Common Stock (the “Post-Initial Conversion Common Shares”) listed next to such Holder’s name on Schedule 4 to this Agreement as of the date hereof. (c) Such Preferred Stockholder has all requisite power and authority to sell and transfer the Initial Cash Exchange Preferred Shares and the Initial Share Conversion Preferred Shares to the Company in the manner provided herein. (d) Such Holder has sole or shared with other Holders, and otherwise unrestricted, voting power with respect to the Preferred Shares and shares of Common Stock listed next to such Holder’s name on Schedule 3 to this Agreement, and none of such Preferred Shares or shares of Common Stock is subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting trust agreementof such shares, interestexcept as contemplated by this Agreement. (e) Such Holder has the right, optionpower, lien, charge or similar restriction (including any restriction on the right legal capacity and authority to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to enter into and perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken obtained all required consents or approvals necessary action to authorize for the execution, delivery and performance by it of this Agreement. (d) Agreement and the transactions contemplated hereby. This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder andsuch Holder, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a its valid and binding obligation of Holder enforceable against Holder in accordance with their terms, its terms (except to the extent that (i) the enforceability hereof or thereof may be subject to applicable limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer or other similar laws, now or hereinafter in effect, affecting laws relating to creditors' ’ rights generally or by general principles of equity and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtpublic policy). (ef) Neither No affiliate of such Holder other than the execution and delivery of Holders party to this Agreement holds any securities of the Company; provided, however, that this clause (f) shall not apply to ▇▇▇▇▇▇▇▇▇. (g) Such Preferred Stockholder has had an opportunity to review with the Preferred Stockholder’s tax advisers the federal, state, local and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation foreign tax consequences of the transactions contemplated by this Agreement Agreement. Such Preferred Stockholder is relying solely on such advisers and not on any statements or representations of the Merger Agreement, conflict with, result in Company or any of its agents. Such Preferred Stockholder understands that the Preferred Stockholder (and not the Company) shall be responsible for the Preferred Stockholder’s tax liability and any related interest and penalties imposed by a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien taxing authority on the LLC Interests under, or require Preferred Stockholders that may arise as a consent or waiver under result of the transactions contemplated by this Agreement. (collectively, a "Conflict"), (ih) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Such Holder is a party or by which Holder is bound, sophisticated shareholder and has adequate information concerning the business and financial condition of the Company to the extent such Conflict would materially affect Holder's ability to consummate make an informed decision regarding the transactions contemplated hereby and has independently and without reliance upon the Company and based on such information as such Holder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Holder acknowledges that the Company has not made and does not make any representation or (iii) any permitwarranty, franchisewhether express or implied, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of kind or character except as expressly set forth in this Agreement or the compliance by the Holders with the terms hereofAgreement.

Representations and Warranties of the Holders. As Each of the date hereof Holders, severally and not jointly, represents and warrants to the Company, as of the date of the Closing under the Merger AgreementExchange Date, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as follows: (a) Such Holder is aware that the sole owner of record Securities have not been and beneficial owner will not be registered under the Securities Act and may not be offered or sold within the United States or to “U.S. persons” (as defined in Rule 13d-3 Regulation S under the Securities Exchange Act) except in accordance with Rule 903 of Regulation S under the Securities Act of 1934, as amended (or pursuant to an exemption from the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose registration requirements of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this AgreementSecurities Act. (b) Except Such Holder is an “accredited investor,” as set forth on Annex A, and except for such term is defined in Rule 501(a) of Regulation D under the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this AgreementSecurities Act. (c) Each Neither such Holder, nor any of such Holder’s Affiliates, nor any person acting on such Holder’s or such Holder’s Affiliate’s behalf has engaged, or will engage, in any form of “general solicitation” or “general advertising” (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Securities. (d) Such Holder understands and acknowledges that (i) no public market exists for any of the Securities and that it is unlikely that a public market will ever exist for the Securities, (ii) such Holder is acquiring the Securities for its own account, for investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or other applicable securities laws, subject to any requirement of law that the disposition of its property be at all times within its control and subject to its ability to resell such Securities pursuant to an effective registration statement under the Securities Act (provided, however, that such Holder shall not have the right to cause the Company to file a registration statement under the Securities Act) or pursuant to an exemption therefrom or in a transaction not subject thereto, and such Holder agrees to the legends and transfer restrictions applicable to the Securities contained in the applicable New Indenture, and (iii) such Holder has had the opportunity to ask questions of, and receive answers and request additional information from, the Company and is aware that it may be required to bear the economic risk of an investment in the Securities. Such Holder has not engaged any broker, finder or other entity acting under its authority that is a corporation entitled to any broker’s commission or partnershipother fee in connection with this Agreement and the consummation of transactions contemplated by this Agreement, as and the case may be, purchase of Securities by such Holder has not been solicited by or through anyone other than the Company. (e) Such Holder is duly organizedformed, validly existing and in good standing under the laws of its the jurisdiction of organization and has the in which it is organized with all requisite power and authority to execute execute, deliver and deliver this Agreement perform the Operative Documents to which it is a party, to make the representations and warranties specified in the Operative Documents and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize in the execution, delivery and performance of this AgreementOperative Documents. (df) This Exchange Agreement and each Transaction Document to which Holder is a party has been duly authorized, executed and delivered by such Holder andand is a legal, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder such Holder, enforceable against such Holder in accordance with their its terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion Enforceability Exceptions and the effect of any applicable public policy against the enforcement of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery indemnification provisions of this Exchange Agreement set forth in Section 8, and each Transaction Document to which Holder no filing with, or authorization, approval, consent, license, order registration, qualification or decree of, any governmental body, agency or court having jurisdiction over such Holder, other than those that have been made or obtained, is a party, nor necessary or required for the performance by such Holder of its obligations hereunder under this Exchange Agreement or thereunder will, nor will the consummation of the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby herein. (g) Such Holder (i) is the holder of record (except in the case of global notes held by The Depository Trust Company or its nominee) and sole legal and beneficial owner of the its respective Existing Securities and related Transferred Rights (as defined below), (ii) has not entered into any agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, the Existing Securities to be exchanged by such Holder hereunder and (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, will convey to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant Company good title to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, Existing Securities free and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest clear of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereofLien.

Representations and Warranties of the Holders. As of the date hereof and as of the date of the Closing under the Merger AgreementEach Initial Holder hereby severally, each Holder on its own behalf hereby but not jointly, represents and warrants with respect to itself the Company as set forth in this Section and each Holder other than an Initial Holder shall, upon its ownership acquisition of a Warrant, be deemed to represent and warrant to the LLC Interests Company (severally and not jointly) as follows:set forth in this Section. The representations and warranties set forth in this Section shall be deemed to be remade by a Holder from time to time to the Company when a Warrant is exercised by such Holder. (a) Each Holder is acquiring the sole owner Acquired Securities for its own account with no present intention of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell reselling or otherwise dispose of distributing the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreementsame. (b) Except Each Holder is an "accredited investor" as set forth on Annex A, defined in Regulation D under the Securities Act and except for has (i) substantial knowledge and experience in financial and business matters (including investing in companies similar to the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any Company) such that it can evaluate and invest in securities of Earlychildhood or any speculative companies and is capable of evaluating the merits and risks of an investment in such securities (including the Acquired Securities) and (ii) such financial condition and income that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor it is Holder subject under no present need to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of any portion of the LLC Interests set forth adjacent Acquired Securities to satisfy any existing or contemplated undertaking or indebtedness and such Holder's name on Annex A and has not granted a proxy to any other individualthat it can bear, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose the economic risk of such LLC Interests, subject to an investment in the limitations set forth in this AgreementAcquired Securities. (c) Each Holder has independently examined and investigated the Company in making its decision to purchase the Acquired Securities. Each Holder acknowledges that is a corporation or partnership, the Company has made available to it the opportunity to obtain such information as it has deemed necessary to evaluate the case may be, is duly organized, validly existing merits and risks of an investment in good standing under the laws of its jurisdiction of organization and has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyAcquired Securities, and that it has taken all necessary action no knowledge of any additional information regarding the Company which it wishes to authorize receive in order to make an informed investment decision with respect to the execution, delivery and performance of this AgreementAcquired Securities. (d) This Agreement and each Transaction Document Each Holder acknowledges that: (i)it has acquired the Warrant issued to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery it after extensive negotiations with the Company concerning the terms of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and its investment; (ii) the availability Company is relying upon an exemption under the Securities Act predicated upon such Holder's representations and warranties in this Section in connection with the issuance of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or Acquired Securities; (iii) none of the Acquired Securities have been registered under the Securities Act and none of them may be sold, pledged, transferred or otherwise disposed of unless such Acquired Securities are so registered or an exemption from such registration is available and unless any permitsuch proposed sale, franchisepledge, licensetransfer or disposition is effected in compliance with state securities laws; (iv) the Acquired Securities may only be registered under the Securities Act by the Company; (v) there is no trading market in the Acquired Securities; (vi) the Acquired Securities are being sold in reliance upon an exemption from the registration requirements of the Securities Act afforded to private offerings; and (vii) in light of the foregoing, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable each Holder may not be able to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of liquidate its obligations hereunder will violate investment in any law, decree, statute, rule or regulation applicable to Holder or require Acquired Securities at any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amendedgiven time, and the rules and regulations promulgated thereunder or the federal securities laws. There each Holder is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereofprepared to bear that economic risk.

Representations and Warranties of the Holders. As Each Holder represents and warrants that, as of the date hereof and as of the date of the Closing under the Merger Agreement, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as followsDate: (a) Such Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and organization. Such Holder has the all requisite corporate or other similar power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby, . All corporate acts and has other proceedings required to be taken all necessary action by such Holder to authorize the execution, delivery and performance of this Agreement. (d) Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken. This Agreement and each Transaction Document to which Holder is a party duly authorized, valid and binding agreement, enforceable against such Holder in accordance with its terms. This Agreement has been duly executed and delivered by such Holder. (b) Such Holder andowns the Old Warrants represented by the warrant numbers listed opposite such Holder’s name on Schedule A attached hereto, assuming free and clear of any liens, security interests, options, charges, pledges, claims, or other encumbrances or restrictions of any kind other than restrictions under applicable securities laws (“Encumbrances”) and has full power and authority to deliver such Old Warrants to the Company in the Exchange. Upon delivery to the Company of such Old Warrants and upon such Holder’s receipt of the applicable New Warrants, good and valid title to such Old Warrants will pass to the Company, free and clear of any Encumbrances, other than those arising from acts of the Company. (c) Such Holder is an institutional “accredited investor” as defined under Regulation D under the Securities Act (“Regulation D”) and/or meets the definition of “qualified institutional buyer” as defined in Rule 144A(a)(1) under the Securities Act, and is not an entity formed for the sole purpose of acquiring the New Warrants and the shares of Common Stock issuable upon exercise thereof. Such Holder is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. (d) Such Holder has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the New Warrants and the shares of Common Stock issuable upon exercise thereof, and has so evaluated the merits and risks of such investment. Such Holder has had access to such information as it has deemed necessary in order to conduct any due authorizationdiligence it has determined it wants to do in connection with the Exchange and its decision to participate in the Exchange. Such Holder is able to bear the economic risk of an investment in the New Warrants and the shares of Common Stock issuable upon exercise thereof and is able to afford a complete loss of such investment. Such Holder understands that nothing in this Agreement, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against the New Warrants or any other materials presented to such Holder in accordance connection with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally purchase and (ii) the availability sale of the remedy New Warrants and the shares of specific performance Common Stock issuable upon exercise thereof constitutes legal, tax or injunctive or other forms investment advice. Such Holder acknowledges that it must rely on legal, tax and investment advisors of equitable relief may be subject to equitable defenses and would be subject to the discretion its own choosing in connection with its acquisition of the court before which any proceeding therefor may be broughtNew Warrants and the shares of Common Stock issuable upon exercise thereof. (e) Neither Such Holder is acquiring the execution New Warrants and delivery the shares of this Agreement Common Stock issuable upon exercise thereof for its own account, in the ordinary course of its business and each Transaction Document not with a view toward, or for resale in connection with, the public sale or distribution thereof in a manner that would violate the Securities Act. Such Holder is not acquiring the New Warrants or the shares of Common Stock issuable upon exercise thereof as a result of any “general solicitation” or “general advertising,” as such terms are used in Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (f) Such Holder has read and understands Rule 144 promulgated under the Securities Act and further understands that until such time as the same are no longer required under applicable requirements of the Securities Act or applicable state securities laws, the New Warrants and the shares of Common Stock issuable upon exercise thereof shall be restricted securities within the meaning of the federal securities laws and the New Warrants and any certificates representing the shares of Common Stock issuable upon exercise thereof, and all certificates or other instruments issued in exchange therefor or in substitution thereof, shall bear a customary restrictive legend substantially in the form set forth below, and that the Company will make a notation on its records and give instructions to which its transfer agent in order to implement the restrictions on transfer set forth and described therein: (g) If such Holder is an individual, then such Holder resides at the address of such Holder set forth on Schedule A. If such Holder is a partypartnership, nor corporation, limited liability company or other entity, then the performance by office or offices of such Holder in which its principal place of business where its obligations hereunder or thereunder will, nor will the consummation of investment decision was made with respect to the transactions contemplated by this Agreement and is located at the Merger Agreement, conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse address of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien such Holder set forth on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.Schedule A.

Representations and Warranties of the Holders. As of the date hereof and as of the date of the Closing under the Merger Agreement, each The Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as followsSEACOR that: (a) The Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is ________________ duly organized, validly existing and in good standing under the laws of its jurisdiction state of organization organization, and the Holder has the full __________ power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) The Holder has duly executed and delivered this Agreement, and has taken all necessary action assuming due authorization, execution and delivery by SEACOR, this Agreement constitutes a valid and binding obligation of the Holder, enforceable against it in accordance with its terms, except to authorize the extent such enforceability is limited by the Bankruptcy and Equity Exception. (c) The Holder is not required to obtain any consent, approval, authorization, waiver, permit, license or exemption with any governmental or regulatory authority or other third party in connection with the valid authorization, execution, delivery and performance by the Holder of this Agreement. The execution, delivery and performance of this AgreementAgreement by the Holder will not (i) conflict with or result in a violation under any applicable Law or (ii) conflict with or result in a violation of any contract or other instrument binding upon the Holder, or to which the property of the Holder is subject (other than, in the case of this clause (ii), any contract or other instrument to which SEACOR or one of its controlled subsidiaries is a party with the Holder) that, individually or in the aggregate, would reasonably be expected to prevent or materially delay the consummation of the Warrant Exchange. (d) This Agreement and each Transaction Document to which The Holder is a party the sole record and beneficial owner of the Warrants listed on Appendix I hereto, and has been duly executed and delivered by Holder andgood, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation marketable title to such Warrants, free and clear of Holder enforceable against Holder in accordance with their terms, except that any Liens (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which than any proceeding therefor may be broughtLiens created hereby). (e) Neither At the execution Closing, SEACOR will acquire good and delivery valid title to the Warrants, free and clear of this Agreement and each Transaction Document to which any Liens. The Holder is a partynot subject to any bankruptcy, nor the performance by Holder of its obligations hereunder reorganization or thereunder will, nor will the consummation of the transactions contemplated by similar proceeding. Except for this Agreement and the Merger Agreement, conflict withthere are no outstanding contracts or understandings between the Holder and any third party with respect to the acquisition, result disposition or transfer of or any other matters in a violation any way pertaining or breach ofrelating to, or constitute a default (or an event thatany restrictions on, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated herebyWarrants. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.

Representations and Warranties of the Holders. As Quincy shall also be referred to as a Holder for purposes of the date hereof and as of the date of the Closing under the Merger Agreement, each this Section 5 only. Each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests Company as follows: (a) The Holder is has good and marketable title to the sole owner Common Stock or Series B held by it as of record the date hereof, as applicable, free and beneficial owner clear of liens, encumbrances, claims of third parties, security interests, mortgages, pledges, requires no consent of third parties to enter into or consummate the transactions contemplated in this Agreement, options and rights of others of any kind whatsoever, whether or not filed, recorded or perfected. (b) The Securities are being acquired by the Holder for investment for an indefinite period, for the Holder's own account, not as defined in Rule 13d-3 under a nominee or agent, and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling, granting participations in, or otherwise distributing the same except as may be permitted by the Securities Exchange Act of 19341933, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each The Holder that is a corporation does not have any contract, undertaking, agreement or partnershiparrangement with any person to sell, as transfer, or grant participation to such person (other than existing investors in the case may beHolder) or to any third person, is duly organized, validly existing and in good standing under with respect to the laws of its jurisdiction of organization and has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this AgreementSecurities. (d) This Agreement and each Transaction Document to which The Holder is a party has understands that the Securities have not been duly executed and delivered by Holder andregistered under the Act, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) reliance upon the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) exemptions from the availability registration provisions of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses Act contained in Section 4(2) thereof, and would be subject to any continued reliance on such exemption is predicated on the discretion representations of the court before which any proceeding therefor may be broughtHolder set forth herein. (e) Neither The Holder understands that the execution and delivery of this Agreement and each Transaction Document to which Holder Securities must be held indefinitely unless the sale or other transfer thereof is a partysubsequently registered under the Act, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in a violation or breach ofas amended, or constitute a default (an exemption from such registration is available. The Holder further understands that the Company is under no obligation to register the Securities on its behalf or an event thatto assist it in complying with any exemption from registration, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated herebyexcept as otherwise expressly provided herein. (f) Neither The Holder (i) has adequate means of providing for its current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the execution substantial economic risks of an investment in the Securities for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and delivery (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to the Holder's net worth, and the Holder's investment in the Securities will not cause such overall commitment to become excessive. (g) The Holder is an "accredited investor" (as defined in Rule 501 of this Agreement nor Regulation D promulgated under the performance by Act, which is attached hereto as Exhibit H). (h) The Holder will not transfer the Securities without registering them under applicable federal and state securities laws unless the transfer is exempt from registration. The Holder realizes that the Company may not allow a transfer of the Securities unless the transferee is also an "accredited investor." (i) The Company will direct its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration withtransfer agent to, or declaration will itself, place such a stop transfer order in its books respecting transfer of the Securities, and the certificate or notice tocertificates representing the Securities will bear the following legend or a legend substantially similar thereto: "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." (j) The Holder understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, may not be currently available for sale of the Securities, and there is no assurance that it will be available at any corporationparticular time in the future. If and when Rule 144 is available for sale of the Securities, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings such sales in reliance upon Rule 144 may only be (i) in limited quantities after the shares of Common Stock issued pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Ageless Assignment Agreement or the compliance Symco Assignment Agreement or upon conversion of the Series C or the exercise of the HHB Warrant or the Quincy Warrants, as applicable, have been held for one (1) year after being sold by the Holders Company, or (ii) in unlimited quantities by non-affiliates after the shares of Common Stock issued pursuant to the Ageless Assignment Agreement or the Symco Assignment Agreement or upon conversion of the Series C or the exercise of the HHB Warrant or the Quincy Warrants, as applicable, have been held for two (2) years after being sold by the Company, in each case in accordance with the terms hereofconditions of Rule 144, all of which must be met (including the requirement, if applicable, that adequate information concerning the Company is then available to the public). The Company and the Holder acknowledge that the Company has no obligation to supply the information required for sales under Rule 144.

Representations and Warranties of the Holders. As Each Holder, severally and not jointly, represents and warrants that, as of the date hereof and as of the date each Monthly Exchange Date, Termination Exchange Date or Change of the Closing under the Merger Agreement, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as follows: (a) Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Control Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnershipDate, as the case may be, upon which a Member is issued Common Stock, (i) if it is not a natural person, that it is duly organizedincorporated or formed and, validly existing and the extent such concept exists in its jurisdiction of organization, is in good standing under the laws of its jurisdiction of organization and such jurisdiction, (ii) it has the power all requisite legal capacity and authority to execute enter into and deliver perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and has taken delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Holder, (iv) this Agreement constitutes a legal, valid and binding obligation of such Holder enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to authorize or limiting creditors’ rights generally, (v) the execution, delivery and performance of this Agreement. (d) This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood such Holder and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation by such Holder of the transactions contemplated by this Agreement and the Merger Agreement, conflict withhereby will not (A) if it is not a natural person, result in a violation of the certificate of incorporation, bylaws, trust agreement or breach ofother organizational documents of such Holder or (B) conflict with, or constitute a default (or an event that, which with notice or lapse of time or both, both would result in become a default) under, or give rise to others any right rights of termination, amendment, cancellationacceleration or cancellation of, any agreement, indenture or instrument to which such Holder is a party, or acceleration (C) result in a violation of any obligation law, rule, regulation, order, judgment or loss of decree applicable such Holder, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not in any material benefit, or respect result in the creation unenforceability against such Holder of this Agreement, (vi) it is acquiring the Common Stock issued in accordance with this Agreement for its own account with the present intention of holding such Common Stock for purposes of investment, and that it has no intention of selling Common Stock in a public distribution in violation of any Lien on the LLC Interests under, federal or require a consent or waiver under (collectively, a "Conflict")state securities laws, (ivii) its organizational documentsit is a sophisticated party for purposes of applicable federal and state securities laws and regulations or has employed the services of an adequate purchaser representative for purposes of applicable federal and state securities laws and regulations, (iiviii) any notesuch Holder has knowledge and experience in financial and business matters such that such Holder is capable of evaluating the merits and risks of an investment in the Corporation, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction (ix) it is able to bear the economic risks of any kind to which an investment in the Common Stock and could afford a complete loss of such investment and (x) if the Holder is a party partnership, “S corporation”, “grantor trust” or by which other flow-through entity, the interest of such Holder is bound, to in the extent such Conflict would materially affect Holder's ability to consummate Company does not represent “substantially all” of the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder value of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amendedassets, and it was not a “principal purpose” of such Holder to avoid the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any “100 partner” limitation applicable under section 7704 of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereofCode.

Representations and Warranties of the Holders. As Each Holder represents and warrants to the Company, as of the date hereof and as of the date of the Closing under the Merger AgreementDate, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as follows: (a) a. To the extent such Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization company or other entity (collectivelytype of entity, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization its organization. b. This Agreement has been duly authorized, validly executed and delivered by such Holder and is a valid and binding agreement and obligation of such Holder, enforceable against such Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and such Holder has the full power and authority to execute and deliver this the Agreement and the other agreements and documents contemplated hereby and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (d) This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by Holder of perform its obligations hereunder and thereunder. c. Such Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants held by it, free and clear of all rights and Encumbrances (as defined below). Such Holder has the full power and authority to transfer and dispose of the Warrants held by it free and clear of any right or thereunder willEncumbrance other than restrictions under the Securities Act of 1933 (the “Securities Act”), nor will the consummation of if any, and applicable state securities laws. Other than the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in such Holder is not a violation party to or breach of, otherwise bound by any agreement or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any other right of termination, amendment, cancellation, any person to acquire all or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for Warrants from such Holder. As used herein, “Encumbrances” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the execution and delivery of this Agreement or foregoing in the compliance by the Holders with the terms hereoffuture.

Representations and Warranties of the Holders. As of the date hereof Each Holder agrees, represents and warrants (both as of the date of this Agreement and as of the Closing under the Merger Agreement, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests Date) as follows: (a) Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, an entity is duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization and has the its organization, with full entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, perform its obligations hereunder. Each Holder that is an individual is competent to enter into this Agreement. Each Holder has duly executed and has taken all necessary action to authorize the delivered this Agreement. The execution, delivery and performance of this AgreementAgreement have been duly authorized by all necessary action of each Holder and this Agreement constitutes a valid and binding obligation of each Holder, enforceable against each Holder in accordance with its terms. (db) This Agreement and each Transaction Document to which Each Holder is a party has been duly executed the lawful owner, of record and delivered by beneficially, of the principal amount of Holder andNotes set forth opposite its name on Schedule I hereto under the column “Principal Amount of Holder Notes Owned”, assuming due authorizationfree and clear of all Encumbrances. At the Closing, the Company will acquire good and valid title to the Holder Notes, free and clear of all Encumbrances and thereafter no Holder will have any right, title or interest in and to any Holder Notes. (c) The execution and delivery of this Agreement by Earlychildhood and SmarterKidseach Holder, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by each Holder of its obligations hereunder or thereunder will, nor will and the consummation of the transactions contemplated by this Agreement and the Merger Agreementdo not (i) violate, conflict with, result in a violation contravene or breach ofthe governing documents of any Holder; (ii) violate, contravene or breach, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement indenture or restriction of any kind instrument to which any Holder is a party party, or by which Holder is any Holder’s properties or assets are bound, or to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby which any Holder may be subject; or (iii) violate, contravene or breach any permit, franchise, license, statute, injunction, statute or law or any judgment, writ, decree, order, rulingregulation, or rule of any court or regulation governmental authority applicable to any Holder. (d) No Holder is required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform its obligations hereunder or under the extent Holder Notes in accordance with the terms hereof or thereof, or Transfer (as defined herein) the Holder Notes in accordance with the terms hereof other than such Conflict as have been made or obtained, or, with respect to filings with the SEC, which will be made as required by such Holder. (e) Each Holder is an “accredited investor” (as such term is defined under Rule 501(a) of the Securities Act, as defined herein). Each Holder is acquiring the Securities for its own account and not with a present view toward the public sale or distribution thereof and has no intention of selling or distributing any of such Securities and has no arrangement or understanding with any other Persons regarding the sale or distribution of such Securities, except, in each case, as would materially affect not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that by making the representations herein, such Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Each Holder agrees not to, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) (collectively, “Transfer”) any of the Securities except in compliance with the Securities Act. (f) Each Holder understands that the Securities being offered and sold to it under the Agreement are being offered and sold in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws (including the Securities Act) and that the Company is relying upon the truth and accuracy of, and each Holder's ability ’s compliance with the representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein in order to consummate determine the availability of such exemptions and the eligibility of each Holder to acquire the Securities. (g) Each Holder acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) an investment in the Company is speculative, and only those who can afford the loss of their entire investment should consider investing in the Company and the Securities; (ii) such Holder may not be able to liquidate its investment; (iii) transferability of the Securities may be limited; (iv) such Holder is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (v) such Holder has, in connection with such Holder’s decision to engage in the transactions contemplated by this Agreement, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein. Each Holder understands that a description of certain risks relating to an investment in the Company are set forth in the Company’s filings with the SEC and each Holder has carefully reviewed such filings. (h) Each Holder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities or an investment therein or of any of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.

Representations and Warranties of the Holders. As of the date hereof and as of the date of the Closing under the Merger Agreement, each Each Holder on its own behalf hereby represents and warrants with respect as to itself and its ownership of to the LLC Interests Company as follows: (a) Each Holder is the sole beneficial owner of record the Warrants set forth on Schedule I, free and beneficial owner clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever. (b) Each Holder has the sole right to vote and to direct the voting of its Warrants and give consent with respect thereto, and none of the Warrants are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Warrants. (c) Each Holder hereby acknowledges that it has not in any manner, directly or indirectly, (i) formed, joined or in any way participated in a “group” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended amended) with respect to the Company, (ii) made any “solicitation” of “proxies” (as such terms are used in the "proxy rules of the Securities and Exchange Act")Commission) or consents to vote any voting securities of the Company held by any other party for any reason whatsoever, which meaning will apply for all purposes (iii) acted, alone or in concert with others, to seek to control or influence in any way whatsoever the management, Board of this Agreement) ofDirectors (including, and has good title but not limited to, the LLC Interests set forth adjacent any attempt to such Holder's name on Annex Anominate, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge designate or similar restriction (including any restriction otherwise request representation on the right to vote, sell Board of Directors) or otherwise dispose policies of the LLC InterestsCompany or (iv) entered into any discussions, arrangements or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability understandings with any third party with respect to perform its obligations under this Agreementany of the foregoing. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (cd) Each Holder that is Holder, if not a corporation or partnership, as the case may be, natural person: (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization; and (ii) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement and the Proxy, to consummate the transactions contemplated herebyhereby and thereby and to comply with the terms hereof and thereof. The execution and delivery by each Holder of this Agreement and the Proxy, the consummation by each Holder of the transactions contemplated hereby and thereby and the compliance by each Holder with the provisions hereof and thereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of each Holder, and has taken all no other corporate, company, partnership or other proceedings on the part of each Holder are necessary action to authorize this Agreement and the executionProxy, delivery to consummate the transactions contemplated hereby and performance of this Agreementthereby or to comply with the provisions hereof or thereof. (de) This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKidseach Holder, constitutes a valid and binding obligation of each Holder and is enforceable against each Holder in accordance with their its terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (ef) Neither the The execution and delivery of this Agreement and each Transaction Document to which Holder is a partyAgreement, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated hereby and by this the New Warrant Agreement and compliance with the Merger Agreement, provisions hereof and thereof do not and will not conflict with, or result in a any violation or breach of, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), any provision of (i) its the certificate of incorporation or by-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of each Holder, if applicable, (ii) any note(A) statute, bondlaw, mortgageordinance, indenturerule or regulation or (B) judgment, leaseorder or decree, in each case, applicable to each Holder or its properties or assets, or (iii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which each Holder is a party or by which each Holder is or each Holder’s assets are bound. (g) As of the date hereof each Holder is, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate and upon consummation of the transactions contemplated hereby, will be, an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D as promulgated under the Securities Act of 1933, as amended. (fh) Neither Each Holder has determined, based on its own independent review and such professional advice as it has deemed appropriate under the execution circumstances, that its consent to the Amendments (i) is fully consistent with its financial needs, objectives and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any lawcondition, decreeand (ii) complies and is fully consistent with all investment policies, statute, rule or regulation guidelines and restrictions applicable to Holder (whether holding the Warrants as principal or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant in a fiduciary capacity). (i) Each Holder has reviewed all publicly available information regarding the Company as it has deemed relevant to its decision to consent to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereofAmendments.

Representations and Warranties of the Holders. As of the date hereof and as of the date of the Closing under the Merger Agreement, each Each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as followsCompany that: (a) a. Such Holder is the sole owner of record and beneficial owner (as defined in Rule 13d-3 under of the Securities Exchange Act of 1934Shares listed opposite his, as amended (the "Exchange Act"), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's her or its name on Annex Schedule A, free and clear of any mortgageand all liens, pledge, hypothecation, rights of others, claimclaims, security interestinterests, chargepledges, encumbrancecharges, title defectequities, title retention agreementoptions, voting trust agreementrestrictions and encumbrances of whatever nature (other than restrictions under the Securities Act of 1933, interestas amended, optionand state securities laws). Other than this Agreement, lienthere are no options, charge warrants, rights, contracts, calls, puts or similar restriction (including other agreements or commitments to which such Holder is a party providing for the acquisition or disposition of any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect Shares held by such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this b. This Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities transactions contemplated hereby have been duly authorized by all necessary action on the part of Earlychildhoodsuch Holder. Such Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individualfull legal right, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to execute and deliver enter into this Agreement and to consummate perform such Holder’s obligations hereunder, without the need for the consent of any other person or entity other than those consents which have been obtained. c. This Agreement has been duly and validly executed and delivered by such Holder and constitutes the legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms. d. Such Holder has no other present or future right or interest in or to any shares of Class B common stock, other than such Holder’s ownership of the Shares. e. Giving effect to the Closing, the Company has acquired hereby good and valid title to such Holder’s Shares, free and clear of any and all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances. (1) Such Holder has reviewed the Registration Statement, the prospectus supplements and free writing prospectuses, if any, filed by the Company with respect to the Offering, (2) by reason of his, her or its business and financial experience, and the business and financial experience of his, her or its advisors, together with such advisers, such Holder has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the sale and/or exchange of the Shares, and (3) such Holder believes he, she or it has reviewed sufficient information about the Company and the Offering to enable such Holder to make an informed decision with respect to his, her or its sale and/or exchange of the Shares. g. Such Holder acknowledges that (1) the issuance of any shares of Class A common stock to be exchanged for the Exchange Shares will be made pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, (2) any further sale or transfer of the shares of Class A common stock to be exchanged for the Exchange Shares will be subject to the registration requirements of the Securities Act of 1933 or an exemption therefrom and (3) at the Closing, the shares of Class A common stock exchanged for the Exchange Shares will contain a restrictive legend. h. Such Holder is not making any other representations, express or implied, with respect to such Holder, the Shares or the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of except as otherwise set forth in this AgreementSection 4. (d) This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.

Representations and Warranties of the Holders. As of Each Holder party hereto hereby makes to the date hereof Company the following representations and as of the date of the Closing under the Merger Agreement, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as followswarranties: (a) Holder is the sole owner of record and beneficial owner (an “accredited investor,” as defined in Rule 13d-3 501 under the Securities Exchange Act of 19341933, as amended (the "Exchange “Securities Act"”), which meaning will apply for all purposes of this Agreement) of, and has good title to, the LLC Interests set forth adjacent to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the right to vote, sell or otherwise dispose of the LLC Interests) or limitation (each, a "Lien") except for immaterial Liens which shall not materially affect such Holder's ability to perform its obligations under this Agreement. (b) Except Holder understands and agrees to the following transfer restrictions on the Shares held by such Holder: (1) The Shares and the shares of Common Stock underlying the Preferred Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares or the shares of Common Stock underlying the Preferred Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Holder or in connection with a pledge as set forth on Annex Acontemplated in Section 7(b)(3), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares or the shares of Common Stock underlying the Preferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Amendment and shall have the rights of a Holder under this Amendment and the registration rights agreement, dated the date hereof, among the Company and the Holders and other signatories thereto (“Registration Rights Agreement”). For purposes of this Amendment, “Affiliate” (and, with a correlative meaning, “affiliated”) means, with respect to any Person, any direct or indirect subsidiary of such Person, and except for any other Person that directly, or through one or more intermediaries, Controls or is Controlled by or is under common Control with such first Person. As used in this definition, “Control” (and, with correlative meanings, “Controlled by” and “under common Control with”) means the LLC Interests, Holder does notpossession, directly or indirectly, beneficially own of the power to direct the management or have any option, warrant policies of a Person (whether through ownership of securities or partnership or other right to acquire any securities of Earlychildhood ownership interests, by contract or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor otherwise) and shall be construed as such term is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement and used in the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. Holder has the exclusive power to vote and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing rules promulgated under the laws of its jurisdiction of organization and has the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this AgreementSecurities Act. (d) This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and binding obligation of Holder enforceable against Holder in accordance with their terms, except that (i) the enforceability hereof or thereof may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (e) Neither the execution and delivery of this Agreement and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated by this Agreement and the Merger Agreement, conflict with, result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result in the creation of any Lien on the LLC Interests under, or require a consent or waiver under (collectively, a "Conflict"), (i) its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Holder, to the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or the federal securities laws. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any of the Holders is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.

Representations and Warranties of the Holders. As of the date hereof Each Holder, severally and as of the date of the Closing under the Merger Agreementnot jointly, each Holder on its own behalf hereby represents and warrants with respect to itself and its ownership of the LLC Interests as followsCompany that: (a) 3.1 Holder is the sole owner of record and beneficial owner (an “accredited investor” as defined in by Rule 13d-3 501 of Regulation D (“Regulation D”), promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 19341933, as amended (the "Exchange “Act"”), which meaning and Holder is capable of evaluating the merits and risks of its investment in the Securities and has the ability and capacity to protect its interests. 3.2 Holder understands that the Securities, the Note Shares issuable upon conversion of Notes and the Warrant Shares issuable upon exercise of Warrants have not been registered under the Act on the ground that the issuance thereof is exempt under Section 4(2) of the Act and/or Regulation D as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exception claimed would not be present if any of the representations and warranties of Holder contained in this Agreement are untrue or, notwithstanding the Holder’s representations and warranties, the Holder currently has in mind acquiring any of the Securities, Notes Shares or Warrant Shares for resale upon the occurrence or non-occurrence of some predetermined event. 3.3 Holder is acquiring the Securities and, in the event that the Holder should acquire any Note Shares issuable upon conversion of Notes or Warrant Shares issuable upon exercise of Warrants, will apply be acquiring such Note Shares or such Warrant Shares, as applicable, as principal for all purposes of this Agreement) ofits own account, and not for the benefit of any other Person, for investment purposes and not with a view to distribution or resale in violation of the Act and such Holder has good title tono present intention of selling, granting any participation in, or otherwise distributing the LLC Interests set forth adjacent same in violation of the Act without prejudice, however, to such Holder's name on Annex A, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction (including any restriction on the ’s right at all times to vote, sell or otherwise dispose of all or any part of such Securities, Note Shares and/or Warrant Shares in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the LLC Interests) Securities, the Note Shares and/or the Warrant Shares for any period of time. 3.4 Holder confirms that Holder has had the opportunity to ask questions of, and receive answers from, the Company or limitation any authorized Person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (eachor to the extent it could have been acquired by the Company without unreasonable effort or expense). In connection therewith, a "Lien") except for immaterial Liens which Holder acknowledges that Holder has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized Person acting on its behalf. Neither such inquiries nor any other due diligence investigation conducted by such Holder shall not materially modify, limit or otherwise affect such Holder's ability to perform its obligations under this Agreement. (b) Except as set forth on Annex A, and except for the LLC Interests, Holder does not, directly or indirectly, beneficially own or have any option, warrant or other ’s right to acquire any securities of Earlychildhood or any securities that are convertible or exchangeable into or exercisable for any securities of Earlychildhood, nor is Holder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than rely on the Company’s representations and warranties contained in this Agreement and the Operating Agreement, that allows or obligates it to vote or acquire any securities of Earlychildhood. other Transaction Documents. 3.5 Holder has the exclusive power to vote all requisite legal and dispose of the LLC Interests set forth adjacent to such Holder's name on Annex A and has not granted a proxy to any other individual, corporation, partnership (general or limited), limited liability company, joint venture, association, trust, unincorporated organization or other entity (collectively, a "Person") to vote or dispose of such LLC Interests, subject to the limitations set forth in this Agreement. (c) Each Holder that is a corporation or partnership, as the case may be, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to execute and deliver this Agreement and to consummate carry out and perform its obligations under the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance terms of this Agreement. (d) . This Agreement and each Transaction Document to which Holder is a party has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery of this Agreement by Earlychildhood and SmarterKids, constitutes a valid and legally binding obligation of Holder enforceable against Holder in accordance with their its terms, except that (i) the enforceability hereof or thereof may be subject as to applicable enforcement, to bankruptcy, insolvency insolvency, reorganization and other laws of general applicability relating to or other similar laws, now or hereinafter in effect, affecting creditors' ’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses general equity principles. 3.6 Holder has carefully considered and would be subject has discussed with its legal, tax, accounting and financial advisors, to the discretion of extent the court before which any proceeding therefor may be brought. (e) Neither Holder has deemed necessary, the execution and delivery suitability of this Agreement investment and each Transaction Document to which Holder is a party, nor the performance by Holder of its obligations hereunder or thereunder will, nor will the consummation of the transactions contemplated by this Agreement for the Holder’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the Merger transactions contemplated by this Agreement are a suitable investment for the Holder. Holder understands that it (and not the Company) shall be responsible for Holder’s own tax liability that may arise as a result of the investment in the Securities or the transactions contemplated by this Agreement. 3.7 Holder acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Holder can bear the economic risk of the acceptance of such Securities, conflict withincluding a total loss of its investment. Holder recognizes and understands that no federal, result in a violation or breach ofstate, or constitute a default (foreign agency has recommended or endorsed the purchase of the Securities. Holder acknowledges that it has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of an event that, with notice or lapse of time or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration of any obligation or loss of any material benefit, or result investment in the creation Securities and of any Lien making an informed investment decision with respect thereto. 3.8 Because of the legal restrictions imposed on resale or transfer of the LLC Interests underSecurities, or require a consent or waiver under (collectively, a "Conflict"), (i) Holder understands that the Company shall have the right to note stop-transfer instructions in its organizational documents, (ii) any note, bond, mortgage, indenture, lease, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound, records to the extent and for such Conflict would materially affect Holder's ability period as may be reasonably required for compliance with applicable securities laws, and Holder has been informed of the Company’s intention to consummate do so. Any sales, transfers, or other dispositions of the transactions contemplated hereby or (iii) any permit, franchise, license, statute, injunction, judgment, writ, decree, order, ruling, rule or regulation applicable to Securities by Holder, to if any, will be made in compliance with the extent such Conflict would materially affect Holder's ability to consummate the transactions contemplated hereby. (f) Neither the execution Act and delivery of this Agreement nor the performance by Holder of its obligations hereunder will violate any law, decree, statute, rule or regulation other applicable to Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any corporation, Person, firm, Governmental Entity or public or judicial authority, other than any required notices or filings pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amendedsecurities laws, and the all applicable rules and regulations promulgated thereunder or and the federal securities laws. There is no beneficiary or holder terms of this Agreement. 3.9 The residency of Holder (or, in the case of a voting trust certificate partnership, limited liability company or other interest corporation, such entity’s principal place of any trust of which any of the Holders business) is a trustee whose consent is required for the execution and delivery of this Agreement or the compliance by the Holders with the terms hereof.correctly set forth below Holder’s name on Annex I.