F-1/A

As filed with the Securities and Exchange Commission on July 12, 2010

Registration No. 333-167738

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SMART Technologies Inc.

(Exact name of Registrant as specified in its charter)

Alberta, Canada	3577	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3636 Research Road N.W.

Calgary, Alberta T2L 1Y1

(403) 245-0333

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

SMART Technologies Corporation

1655 North Fort Myer Dr., Suite 1120

Arlington, VA 22209

(866) 766-6927

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Sharon R. Flanagan
Scott M. Freeman
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-5300 David A. Spencer
Bennett Jones LLP
4500 Bankers Hall East 855 – 2^nd Street S.W.
Calgary, Alberta
Canada T2P 4K7
(403) 298–3100 Joshua N. Korff
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800 Craig Wright
Osler, Hoskin & Harcourt LLP 100 King Street West
1 First Canadian Place
Suite 6100
Toronto, Ontario
Canada M5X 1B8
(416) 362-2111

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN A PROSPECTUS

Item 6. Indemnification of Directors and Officers

See “Certain Relationships and Related Party Transactions – Limitation of Liability and Indemnification of Directors and Officers.”

Item 7. Recent Sales of Unregistered Securities

Corporate Reorganization. On August 28, 2007, Intel, IFF and the other then shareholders of the registrant’s predecessor, signed an agreement with Apax Partners to effect the Corporate Reorganization. In connection with the Corporate Reorganization, we issued 42,606,653 voting common shares with a value of $40.1 million, 84,883,191 cumulative preferred shares with a value of $80.0 million, 127,489,844 non-voting common shares with a value of $120.1 million, 42,606,653 voting preferred shares with a nominal value and demand promissory notes with an aggregate value of $648.8 million to Intel and IFF. The total consideration of $889.0 million was provided in exchange for Intel’s and IFF’s aggregate 6,307,481 common shares (99.3% equity interest) in the registrant’s predecessor. The then minority shareholders of the registrant’s predecessor exchanged their 42,481 common shares (0.7% equity interest) for a demand promissory note from the registrant with a value of $6.0 million.

In connection with the Corporate Reorganization, Apax Partners contributed cash of $239.3 million to School 3 ULC (an entity jointly owned by Intel and Apax Partners) which amount was contributed to the registrant. Intel transferred its 127,489,844 non-voting common shares to School 3 ULC. The registrant also issued 84,876,495 voting preferred shares with a nominal value to funds advised by Apax Partners. As a result of the Corporate Reorganization, David A. Martin and Nancy L. Knowlton reduced their direct and indirect equity interest in the registrant to 25.05%, Intel reduced its ownership interest to 25.05% and Apax Partners acquired an interest of 49.9%.

Participant Equity Loan Plan. On August 28, 2009, the registrant issued and sold an aggregate of 10,412,500 common shares under the Participant Equity Loan Plan to employees at a price of C$1.06 per share (or $0.99 per share when issued) for an aggregate purchase price of $10,308,460. On February 16, 2010, the registrant issued and sold an aggregate of 544,691 common shares under the 2009 Participant Equity Loan Plan to employees at a price of C$3.53 per share (or $3.35 per share when issued) for an aggregate purchase price of $1,826,852.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions. The registrant believes that the issuance and sale of securities in the Corporate Reorganization described above were not required to be registered under the U.S. Securities Act by virtue of Section 4(2) under the U.S. Securities Act, and that the issuance and sale of securities in the Participant Equity Loan Plan were not required to be registered by virtue of Rule 701 or Regulation S under the U.S. Securities Act.

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits

The exhibits listed on the attached Exhibit Index are filed as part of this Registration Statement.

(b) Financial Statement Schedules

All schedules have been omitted because the information required to be set forth therein is not applicable or has been included in the consolidated financial statements and notes thereto.

II-1

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the U.S. Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the U.S. Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the U.S. Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the U.S. Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the U.S. Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Canada on July 12, 2010.

SMART TECHNOLOGIES INC.
By:	/s/    Jeffrey A. Losch
	Name: Jeffrey A. Losch
	Title: Vice President, Legal and General Counsel

Pursuant to the requirements of the U.S. Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed below by the following persons in the capacities indicated on July 12, 2010.

Signature	Title
/s/            *              Nancy L. Knowlton	Chief Executive Officer and Director (principal executive officer)
/s/            *              G.A. (Drew) Fitch	Vice President, Finance and Chief Financial Officer (principal financial and accounting officer)
/s/            *              David A. Martin	Executive Chairman and Director
/s/            *              Salim Nathoo	Director
/s/            *              Arvind Sodhani	Director

*By:	/s/    Jeffrey A. Losch
	Jeffrey A. Losch Attorney-in-Fact

II-3

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the U.S. Securities Act of 1933, the undersigned, the duly authorized representative in the United States of SMART Technologies Inc., has signed this Amendment No. 2 to the registration statement on July 12, 2010.

SMART TECHNOLOGIES CORPORATION
By:	/s/    Jeffrey A. Losch
	Name: Jeffrey A. Losch
	Title: Vice President, Legal and Corporate Secretary

II-4

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1*	Articles of the Registrant
3.2*	By-laws of the Registrant
3.3	Articles of Amendment of the Registrant
3.4	Form of Articles of Amendment of the Registrant to be effective upon closing of the offering
4.1*	Specimen certificate evidencing Class A Subordinate Voting Shares
4.2*	Form of Securityholders Agreement, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein.
5.1	Opinion of Bennett Jones LLP
9.1*	SMART Technologies 2009 Participant Equity Loan Plan Voting Trust Agreement
10.1*	Form of Amended and Restated Registration Rights Agreement, among SMART Technologies Inc. and the shareholders of SMART Technologies Inc. named therein.
10.2*	2010 Equity Incentive Plan†
10.3*	2009 Discretionary Management Bonus Plan†
10.4*	2010 Discretionary Management Bonus Plan†
10.5*	SMART Technologies 2009 Participant Equity Loan Plan
10.6*	SMART Technologies 2009 Participant Equity Loan Plan Loan Agreement
10.7*	Amended and Restated Executive Employment Agreement, dated as of June 1, 2010, between SMART Technologies Inc. and Nancy Knowlton†
10.8*	Amended and Restated Executive Employment Agreement, dated as of June 1, 2010, between SMART Technologies Inc. and David Martin†
10.9*	Amended and Restated Executive Employment Agreement, dated as of June 1, 2010, between SMART Technologies Inc. and Tom Hodson†
10.10*	Amended and Restated Executive Employment Agreement, dated as of June 1, 2010, between SMART Technologies ULC. and G.A. (Drew) Fitch†
10.11*	Amended and Restated Executive Employment Agreement, dated as of June 1, 2010, between SMART Technologies ULC. and Jeffrey Losch†
10.12*	Form of Indemnity Agreement†
10.13*	First Lien Credit Agreement, dated as of August 28, 2007 among SMART Technologies (Holdings) Inc., SMART Technologies ULC, Deutsche Bank AG, Canada Branch and the other lenders party thereto
10.14*	Second Lien Credit Agreement, dated as of August 28, 2007 among SMART Technologies (Holdings) Inc., SMART Technologies ULC and Deutsche Bank AG, Canada Branch and the other lenders party thereto
10.15*	Loan and Indemnity Agreement, dated as of May 9, 2008 between SMART Bricks and Mortar, IFF Holdings Inc., David A. Martin and Nancy L. Knowlton
10.16*	Holdings Credit Agreement, dated as of August 28, 2007 among SMART Technologies (Holdings) Inc., Deutsche Bank AG, Canada Branch and the other lenders party thereto
10.17*	Agreement for Sale and Purchase of Shares, dated March 30, 2010, among Kuwait Finance House (Bahrain) B.S.C (c), New Zealand Australia Private Equity Fund Company B.S.C (c), Jolimont Capital Partners Pty Ltd., Ascot Private Equity Limited, Touch Holdings Limited, and Ascot Private Equity No. 2 Limited, Smart Technologies NW Holdings Ltd., Next Holdings Limited and Shareholder Representative Services LLC
10.18*	First Amendment to First Lien Credit Agreement, dated as of May 11, 2010, among SMART Technologies ULC, SMART Technologies Inc., the lending institutions party to the Credit Agreement referred to therein, Deutsche Bank AG, Canada Branch and Royal Bank of Canada

Exhibit No.	Description
10.19*	Amalgamation Agreement, dated as of June 8, 2010, between School Amalco Ltd. and SMART Technologies Inc.
10.20	Form of Stock Option Agreement under the 2010 Equity Incentive Plan†
21.1*	Subsidiaries of the Registrant
23.1*	Consent of KPMG LLP
23.2	Consent of Bennett Jones LLP (included in Exhibit 5.1)
24.1*	Power of Attorney
99.1*	Consent of Director Nominee (Michael J. Mueller)
99.2*	Consent of Director Nominee (Robert C. Hagerty)

* Previously filed.

† Management compensatory plan or agreement.

EX-3.3

Exhibit 3.3

BUSINESS CORPORATIONS ACT

Alberta ARTICLES OF AMENDMENT

1.	Name of Corporation	2. Corporate Access Number
	SMART TECHNOLOGIES INC.	2015413533

3. Pursuant to subsections 173(1)(f) of the Business Corporations Act (Alberta), the share capital of the Corporation is hereby amended:

(a) by changing each issued and outstanding Class A Subordinate Voting Share of the Corporation into 0.5 of a Class A Subordinate Voting Share provided that no fractional Class A Subordinate Voting Shares will be issued in connection with such change and in the case of a holder of Class A Subordinate Voting Shares who would otherwise be entitled to a fraction of a Class A Subordinate Voting Share, the Class A Subordinate Shares that such holder is entitled to shall be rounded up to the next closest whole number of Class A Subordinate Voting Shares; and

(b) by changing each issued and outstanding Class B Share of the Corporation into 0.5 of a Class B Share provided that no fractional Class B Shares will be issued in connection with such change and in the case of a holder of Class B Shares who would otherwise be entitled to a fraction of a Class B Share, the Class B Shares that such holder is entitled to shall be rounded up to the next closest whole number of Class B Shares.

  4.          DATE           June 23, 2010   SIGNATURE   /s/ Jeffrey A. Losch   TITLE   Vice-President & General Counsel  

[STAMP: REGISTERED ON THE ALBERTA REGISTRIES CORES SYSTEM JUNE 24, 2010]

EX-3.4

Exhibit 3.4

BUSINESS CORPORATIONS ACT

Alberta ARTICLES OF AMENDMENT

1.	Name of Corporation	2. Corporate Access Number
	SMART TECHNOLOGIES INC.	2015413533

3. Pursuant to subsection 173(1)(h) of the Business Corporations Act (Alberta), the share capital of the Corporation is hereby amended by cancelling the Class “A” Preferred Shares in the capital of the Corporation, none of which are currently issued and outstanding, so that the Corporation is no longer authorized to issue Class “A” Preferred Shares and the share capital of the Corporation shall read as set out in the Schedule of Share Capital attached hereto.

  4.         DATE     SIGNATURE     TITLE  

SCHEDULE OF SHARE CAPITAL

The share capital of SMART Technologies Inc. (the “Corporation”) shall consist of: (i) an unlimited number of preferred shares, issuable in series (the “Preferred Shares”), (ii) an unlimited number of Class A Subordinate Voting Shares (the “Class A Subordinate Voting Shares”), and (iii) an unlimited number of Class B Shares (the “Class B Shares”), and the rights, privileges, conditions and restrictions attaching to each such class are as hereinafter set forth. Any reference herein to the Act is a reference to the Business Corporations Act (Alberta) as it now exists and as it may be amended from time to time and any reference herein to a section of the Act is a reference herein to a section of the Act as such section is presently numbered or as it may be renumbered from time to time.

Preferred Shares

The rights, privileges, restrictions and conditions attaching to the Preferred Shares as a class, shall be as follows:

(1) Issuable in Series. The Preferred Shares shall be issuable in series and the board of directors of the Corporation shall have the right, from time to time, to fix the number of, and to determine the designation, rights, privileges, restrictions and conditions attaching to the Preferred Shares of each series including, without limitation to the foregoing:

(a) the rate, amount or method of calculation of any dividends, whether cumulative, non-cumulative or partially cumulative, and whether such rate, amount or method of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, date or dates and place or places of payment thereof and the date or dates from which any such dividends shall accrue and any preference of such dividends;

(b) any rights of redemption and purchase and the redemption or purchase prices and terms and conditions of any such rights;

(c) any rights of retraction vested in the holders of Preferred Shares of such series and the prices and terms and conditions of any such rights and whether any other rights of retraction may be vested in such holders in the future;

(d) any voting rights;

(e) any conversion rights into Class A Subordinate Voting Shares or into any other securities, whether or not issued or issuable by the Corporation or any other property whether or not owned by the Corporation at the time of issuance of such series, or any combination thereof;

(f) any rights to receive the remaining property of the Corporation upon dissolution, liquidation or winding-up and the amount and preference of any such rights; and

(g) any other provisions attaching to any such series of the Preferred Shares.

(2) Priority. The holders of any series of Preferred Shares shall be entitled to receive in priority to the holders of shares of any other class of the Corporation ranking subordinate to the Preferred Shares, including, without limitation, the Class A Subordinate Voting Shares and the Class B Shares, as and when declared by the Board of Directors of the Corporation, dividends, and amounts payable upon liquidation, dissolution or winding-up of the Corporation, in the amounts specified or determinable in accordance with the rights, privileges, restrictions and conditions attaching to the series of which such Preferred Shares form a part.

Class A Subordinate Voting Shares and Class B Shares

The rights, privileges, restrictions and conditions attaching to the Class A Subordinate Voting Shares and the Class B Shares shall be as follows:

(1) Defined Terms. For purposes hereof, the following terms shall have the following respective meanings:

(a) “Apax” means Apax US VII, L.P. and/or the various partnerships comprising the funds known as Apax Europe V (such partnerships being comprised of Apax Europe V - A, L.P., Apax Europe V - B, L.P., Apax Europe V C GmbH & Co. KG, Apax Europe V - D, L.P., Apax Europe V - E, L.P., Apax Europe V - F, C.V., Apax Europe V - G, C.V., Apax Europe V - 1, LP and Apax Europe V - 2, LP);

(b) “IFF” means IFF Holdings Inc., a corporation incorporated pursuant to the provisions of the Act;

(c) “IFF Permitted Holder” means any of: (A) IFF, (B) Nancy L. Knowlton, (C) David A. Martin, (D) any trust that has as its majority trustee or trustees, either or both of Nancy L. Knowlton and David A. Martin and of which all of the beneficiaries comprise any of Nancy L. Knowlton, David A. Martin, members of their families, close personal friends or a registered charity; and (E) any Person or Persons, 100% of the total outstanding Voting Shares of which are beneficially owned and controlled, directly or indirectly, by: (i) one or more of the Persons referred to in Clause (A), (B) or (C); or (ii) by a trust referred to in clause (D);

(d) “Intel” means Intel Corporation, a corporation incorporated pursuant to the laws of Delaware;

(e) “Permitted Holder” means:

(i) in the case of Class B Shares originally issued to IFF, any IFF Permitted Holder;

(ii) in the case of Class B Shares originally issued to School S.à r.l., any of: (A) Apax; and (B) any Person or Persons, 100% of the total outstanding Voting Shares of which are beneficially owned and controlled, directly or indirectly, by Apax and, for greater certainty, such Persons include, as at the date of original issuance of the Class B Shares, School S.à r.l.; and

- 2 -

(iii) in the case of Class B Shares originally issued to Intel, any of: (A) Intel; and (B) any Person or Persons, 100% of the total outstanding Voting Shares of which are beneficially owned and controlled, directly or indirectly, by Intel;

(f) “Person” means any individual, corporation, company (including any limited liability company), partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof;

(g) “Shares” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s share capital, partnership interests (whether general or limited), any other interest or participation that confers on a Person that right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and any rights, warrants or options exchangeable for or convertible into such Shares;

(h) “Voting Shares” of a Person means the class or classes of Shares of such Person pursuant to which the holders thereof have the general voting power under ordinary circumstances to vote on the election of at least a majority of the board of directors, managers or trustees of such Person.

(2) Dividends; Rights on Liquidation, Dissolution, or Winding-up. The Class A Subordinate Voting Shares and the Class B Shares shall be subject to and subordinate to the rights, privileges, restrictions and conditions attaching to the Preferred Shares and shall rank pari passu, share for share, as to the right to receive dividends and to receive the remaining property and assets of the Corporation on liquidation, dissolution or winding-up. For the avoidance of doubt, holders of Class A Subordinate Voting Shares and Class B Shares shall, subject always to the rights of the holders of the Preferred Shares, be entitled to receive:

(a) such dividends as the board of directors of the Corporation shall determine in an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if such shares were of one class only, and

(b) in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the remaining property and assets of the Corporation, in an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if such shares were of one class only.

(3) Meetings and Voting. Each holder of Class B Shares and each holder of Class A Subordinate Voting Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation, except meetings at which only holders of another

- 3 -

particular class or series shall have the right to vote. At each such meeting, each Class B Share shall entitle the holder thereof to ten (10) votes and each Class A Subordinate Voting Share shall entitle the holder thereof to one (1) vote, voting together as a single class, except as otherwise provided herein or in the Act.

(4) Subdivision or Consolidation. No subdivision or consolidation of the Class A Subordinate Voting Shares or the Class B Shares shall be carried out unless, at the same time, the Class B Shares or the Class A Subordinate Voting Shares, as the case may be, are subdivided or consolidated in the same manner and, in such event, the rights, privileges, conditions and restrictions then attached to the Class A Subordinate Voting Shares and the Class B Shares shall also apply to the Class A Subordinate Voting Shares and the Class B Shares, respectively, as subdivided or consolidated.

(5) Conversion by Holders. The Class A Subordinate Voting Shares cannot be converted into any other class of shares. Each outstanding Class B Share may at any time, at the option of the holder, be converted into one Class A Subordinate Voting Share by the holder of Class B Shares (the “Converting Shareholder”) delivering written notice, signed by such Converting Shareholder or its authorized representative and specifying the number of Class B Shares being converted (the “Conversion Shares”) into Class A Subordinate Voting Shares, to the transfer agent of the Corporation, if one exists, and if not, to the Secretary of the Corporation, accompanied by a certificate or certificates representing the Conversion Shares. The Converting Shareholder shall also pay any governmental or other tax imposed in respect of the conversion of the Conversion Shares. Upon receipt of such notice and certificate or certificates, the Corporation shall, at its expense, effective as of the date of such receipt, promptly, and in any event within three (3) business days following the receipt of such notice and certificate or certificates, issue or cause to be issued a certificate or certificates representing a number of Class A Subordinate Voting Shares (the “Converted Shares”) equivalent to the number of Conversion Shares. If fewer than all the Class B Shares represented by any certificate are converted, the Converting Shareholder shall be entitled to receive a new certificate representing the Class B Shares represented by the original certificate that are not converted. The Conversion Shares convert into the Converted Shares, and the Converting Shareholder (or any person or persons in whose name or names such Converting Shareholder shall have directed the Converted Shares to be registered) becomes a holder of record for all purposes of the Converted Shares, on the date of surrender of the certificate(s) representing the Conversion Shares accompanied by notice in writing as referred to above.

(6) Automatic Conversion Upon Transfer to Persons that are not Permitted Holders. If a holder of Class B Shares sells, transfers, assigns or otherwise conveys (each, a “Transfer”) any or all of its Class B Shares (the “Transferred Shares”) to a Person that is not a Permitted Holder (the “Transferee”), the Transferred Shares shall automatically convert into Class A Subordinate Voting Shares immediately prior to the Transfer, such that the Transferee receives one fully paid and non-assessable Class A Subordinate Voting Share for each Transferred Share.

- 4 -

(7) Automatic Conversion Upon Certain Other Events. Class B Shares shall automatically convert into Class A Subordinate Voting Shares effective upon the first to occur of:

(a) with respect to all the issued and outstanding Class B Shares held by a Person, immediately upon the first to occur of:

(i) such Person ceasing to be a Permitted Holder; or

(ii) such time as the total number of Class B Shares beneficially owned and controlled by such holder together with any other Permitted Holder of such holder is less than 10% of the total number of outstanding Class B Shares and Class A Subordinate Voting Shares; and

(b) with respect to all the issued and outstanding Class B Shares, regardless of the holder thereof, immediately upon the first to occur of:

(i) such time as David A. Martin and Nancy L. Knowlton (together or individually) do not beneficially own and exercise control and direction over, directly or indirectly, more than 50% of the outstanding Voting Shares of IFF or any successor thereto; or

(ii) such time as neither David A. Martin nor Nancy L. Knowlton is an employee, officer or director of the Corporation.

(8) Certain Class Votes. So long as there are any Class B Shares outstanding, the Corporation shall not effect any of the following unless prior thereto, the holders of at least two-thirds of the outstanding Class B Shares (and 100% of the outstanding Class B Shares in the case of (d) and (e) below), voting separately as a class, have consented thereto:

(a) any proposed amalgamation involving the Corporation in respect of which the Act requires that the approval of the shareholders of the Corporation be obtained;

(b) any proposed plan of arrangement pursuant to section 193 of the Act involving the Corporation in respect of which the Act, or any order issued by the Court of Queen’s Bench of Alberta pursuant to section 193 of the Act, requires that the approval of the shareholders of the Corporation be obtained;

(c) any proposed sale, lease or exchange of all or substantially all the property of the Corporation in respect of which the Act requires that the approval of the shareholders of the Corporation be obtained;

(d) the issuance or creation of Shares of the Corporation of any class or series that entitle the holders thereof to more than one vote per Share; or

(e) any issuance of Class B Shares or securities convertible or exchangeable for Class B Shares, including without limitation, any options, warrants or rights to acquire Class B Shares.

- 5 -

(9) Single Class. Except as otherwise provided herein, Class A Subordinate Voting Shares and Class B Shares are equal in all respects and shall be treated as shares of a single class for all purposes under the Act. The Class A Subordinate Voting Shares shall not vote separately as a class on any matter except as expressly provided in the Act. The Class B Shares shall vote separately as a class as provided in Section 8 and as expressly provided in the Act.

(10) Cancellation of Class B Shares. Upon conversion of a Class B Share into a Class A Subordinate Voting Share, such Class B Share shall be cancelled and retired and may not be reissued by the Corporation.

(11) No Further Issuance of Class B Shares. If at any time all the Class B Shares outstanding are converted into Class A Subordinate Voting Shares, purchased for cancellation or otherwise cease to be outstanding, no further Class B Shares shall be issued by the Corporation.

- 6 -

EX-5.1

Exhibit 5.1

July 8, 2010

SMART Technologies Inc.

3636 Research Road NW

Calgary, AB T2L 1Y1

Dear Sirs/Mesdames:

Re: SMART TECHNOLOGIES INC.

REGISTRATION STATEMENT ON FORM F-1

We have acted as Canadian counsel to SMART Technologies Inc., a company amalgamated under the Business Corporations Act (Alberta) (the “Company”), in connection with the registration pursuant to a registration statement (the “Registration Statement”) under the Securities Act of 1933, as amended, of up to 40,595,000 Class A Subordinate Voting Shares of the Company (the “Shares”), of which 8,800,000 Shares will be issued and sold by the Company and up to 31,795,000 Shares will be sold by certain selling shareholders (the “Selling Shareholders”) (including up to 5,295,000 Shares issuable upon exercise of an over-allotment option granted by the Selling Shareholders). We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form of which is filed as an exhibit to the Registration Statement, to be entered into by and among the Company, the Selling Shareholders and the underwriters (the “Underwriting Agreement”). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.

We have examined the Registration Statement and, for the purposes of this opinion, we have also examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers and representatives of the Company.

In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents.

We are qualified to express opinions only with respect to the laws of the Province of Alberta and the federal laws of Canada applicable therein. We express no opinion on the laws of any jurisdiction other than the Province of Alberta and the federal laws of Canada applicable therein.

Based and relying upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that: (i) the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable, and (ii) the Shares to be sold by the Selling Shareholders have been duly authorized and are validly issued, fully paid and are nonassessable.

July 8, 2010

Page Two

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.

Yours truly,

/s/ BENNETT JONES LLP

EX-10.20

Exhibit 10.20

STOCK OPTION AGREEMENT

THIS AGREEMENT dated ______________, _______.

BETWEEN:

SMART TECHNOLOGIES INC., a body corporate amalgamated under the laws of the Province of Alberta (the “Corporation”)

AND:

____________________, an individual, residing in the [Province of Alberta] (the “Optionee”)

WHEREAS:

A. The Corporation has adopted a 2010 Equity Incentive Plan (which equity incentive plan, as may be amended from time to time, is referred to herein as the “Plan”); and

B. The Board of Directors of the Corporation has approved the granting to the Optionee of a stock option to purchase shares of the Corporation under the Plan;

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:

1. Pursuant to the provisions of the Plan, the Corporation hereby grants to the Optionee, on the terms and conditions contained herein, an irrevocable right (the “Option”) to purchase from the Corporation an aggregate of ___________ Class A Subordinate Voting Shares in the capital of the Corporation (the “Shares”), at the price of $________ per share (the “Exercise Price”) exercisable as to the number of Shares and within the periods of time set forth in Section 3 of this Agreement.

2. The Option granted hereby is subject to the terms and conditions of this Agreement and as contained in the Plan. The Plan is incorporated into and made a part of this Agreement. Unless there is something inconsistent in the subject or context, or unless otherwise provided in this Agreement, each of the capitalized expressions used in the Agreement has the same meaning ascribed to it in the Plan. A copy of the current form of the Plan is annexed to this Agreement as Exhibit “A”.

3. Subject to the limitations on exercise and termination contained in the Plan, the Optionee may exercise the Option at any time after the date of this Agreement and before 5:00 p.m. (Calgary time) on ________________ (the “Normal Expiry Date”), subject to the vesting conditions below. At 5:00 p.m. (Calgary time) on the Normal Expiry Date, the Option terminates and is of no further force or effect in respect of those Shares for which the Option has not been exercised. The Option will vest as follows:

[Insert Vesting Schedule]

- 2 -

4. Subject to the provisions of the Plan, the Optionee or his legal personal representative may exercise the Option for vested Shares by giving a written notice (the “Notice”) to the Corporation substantially in the form of Exhibit “B”. In the Notice, the Optionee will specify the number of Shares being purchased. Concurrently, the Optionee will deliver payment, by cash, certified cheque or bank draft, in the full amount of the Exercise Price for the number of Shares specified in the Notice. Within 10 days after the Corporation’s receipt of the Notice and the Exercise Price, the Corporation will deliver (or cause to be delivered) to the Optionee or his legal personal representatives, or as the Optionee or his legal personal representatives may otherwise direct in the Notice, one or more certificates in the name of the Optionee or his legal personal representative, representing the aggregate number of Shares for which the Optionee or his legal personal representatives have paid the Exercise Price.

5. Nothing contained in the Plan or this Agreement requires the Optionee to purchase any Shares except those Shares in respect of which the Optionee has exercised his Option in the manner provided in Section 4 of this Agreement.

6. The Optionee has no rights as a shareholder for any of the Shares, including without limitation, the right to receive dividends or other distributions thereon, other than in respect of those Shares for which the Optionee has exercised this Option and for which the Corporation has issued certificates, both in the manner provided in Section 4 of this Agreement.

7. If a conflict arises between the Plan and this Agreement, the terms and conditions of the Plan shall prevail. The Corporation and the Optionee will refer to the Committee any question, conflicts or disputes arising under the Plan or this Agreement as to the interpretation, construction or enforcement of the Option and agree that the Committee’s decision is final and binding on the parties.

8. All notices and other communications under this Agreement or the Plan are deemed to have been sufficiently given if personally delivered, if given by facsimile at the number indicated below or if mailed by registered prepaid post addressed as follows:

(a) If to the Corporation, to 3636 Research Road NW, Calgary, Alberta, T2L 1Y1 or to fax number (403) 407-5201, Attention:                                     .

(b) If to the Optionee, at the address specified on the signature page of this Agreement or, if no such address is provided, at the address specified for the Optionee in the records of the Corporation.

A notice or other communication delivered personally is deemed to have been received as soon as actual delivery has been made at the address above. A notice or other communication given by facsimile is deemed to have been given on the date that confirmation of transmission is received by the sender. A notice or other communication mailed is deemed to have been given on the third business day after the day it is posted in any post office in the Province of Alberta. Either party to this Agreement may, at any time, change its address for service by notice given in the manner set out in this Agreement.

9. This Agreement enures to the benefit of and is binding upon the Corporation, its successors and assigns, and the Optionee and his legal personal representatives to the extent provided in the Plan. Neither the Option nor this Agreement is assignable by the Optionee or his legal personal representatives.

- 3 -

10. Time is of the essence of this Agreement.

11. In this Agreement words importing the masculine gender include feminine and vise versa. Similarly, words importing the singular include the plural and vise versa.

12. This Agreement and the Option are subject to and are to be construed in accordance with the laws of the Province of Alberta.

13. The Optionee acknowledges and agrees that the granting of these Options is governed by applicable securities laws which may require the Optionee to file an insider report on SEDI within the applicable time frame. The Optionee further acknowledges that the filing of an insider report is his or her personal responsibility.

14. This Agreement constitutes the whole and entire agreement between the parties in connection with the subject matter hereof and cancels and supersedes any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof, and, other than as set forth in the Plan, there are no express or implied terms, conditions, agreements, undertakings, declarations, commitments, representations or warranties or other duties (legal, equitable, fiduciary, in tort or under general principles of civil law) whatsoever between the parties not expressly provided for in this Agreement.

IN WITNESS WHEREOF the parties hereto have signed and delivered the Agreement as of the date first above written.

SIGNED AND DELIVERED	)
In the presence of	)
	)
	)
	)
Witness

Address for service of the Optionee:

	SMART TECHNOLOGIES INC.
	Per:
		Name:
		Title:
Facsimile No.:

EXHIBIT “A”

2010 EQUITY INCENTIVE PLAN

EXHIBIT “B”

SMART TECHNOLOGIES INC.

(the “Corporation”)

NOTICE OF EXERCISE OF OPTION

This is the Notice referred to in a Stock Option Agreement between the Corporation and ________________ (the “Optionee”) dated ____________ (the “Agreement”). Capitalized terms used herein shall have the meanings ascribed thereto in the Agreement.

The undersigned Optionee (or his legal representative(s) permitted under the Plan) hereby irrevocably elects to exercise his Option for the number and class of Shares (or other property or securities subject thereto) as set forth below:

(a)	Number of Shares to be Acquired:	0
(b)	Class of Shares:	ClassA Subordinate Voting Shares
(c)	Exercise Price Per Share:	$
(d)	Aggregate Exercise Price:	$

And hereby tenders either cash, a certified cheque or a bank draft for the aggregate Exercise Price, and directs that the Shares be registered and a certificate therefor to be issued and delivered as directed below.

DATED THIS __________ day of__________________ (month), ___________ (year)

WITNESS TO EXECUTION	)
	)
	)
	)
	)	Name of Optionee
	)
	)
	)
	)	Signature of Optionee
Direction as to Registration of Shares
Name of Registered Holder
Address of Registered Holder