133 EXHIBIT H Sample Clauses

133 EXHIBIT H. POST-CLOSING CAPITALIZATION The following table sets forth the post-closing capitalization of the Company, assuming: 1. A $11 per share (post-split) price to the public in the IPO; 2. The conversion of all outstanding shares of preferred stock to common stock; 3. No exercise of stock options after December 31, 1999; 4. No exercise of warrants after December 31, 1999; 5. The sale of 7,500,000 (post-split) shares in the IPO; 6. The sale of 909,091 (post-split) shares to CINAR Corporation concurrent with the IPO; 7. The sale of 1,136,363 (post-split) shares to Cox concurrent with the IPO; and 8. The sale of 272,727 (post-split) shares to Gateway concurrent with the IPO. All share numbers in the table are post-split. TOTAL AUTHORIZED: 270,000,000 COMMON STOCK AUTHORIZED: 250,000,000 COMMON STOCK OUTSTANDING: 41,631,431 PREFERRED STOCK AUTHORIZED: 20,000,000 PREFERRED STOCK OUTSTANDING: 0 134 EXHIBIT I FORM OF OPINION 135 [COOLEY GODWARD LLP LETTERHEAD] ____________, 2000 Cox Xxxmunications Holdings, Inc. _________________________________ _________________________________ _________________________________ Ladies and Gentlemen: We have acted as counsel for The Lightspan Partnership, Inc., a Delaware corporation (the "COMPANY"), in connection with the issuance and sale of __________ shares of the Company's Common Stock (the "COMMON SHARES") and a warrant (the "WARRANT") to purchase 750,000 shares of the Company's Common Stock (the "WARRANT SHARES") to Cox Xxxmunications Holdings, Inc. (the "INVESTOR") pursuant to that certain Stock Purchase Agreement dated ____________, 2000 (the "AGREEMENT"). The Common Shares and the Warrant Shares are collectively referred to herein as the "SHARES." We are rendering this opinion pursuant to Section 4.9 of the Agreement. Except as otherwise defined herein, capitalized terms used but not defined herein have the respective meanings given to them in the Agreement. In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Agreement by the various parties and originals or copies certified to our satisfaction, of such records, documents, certificates, opinions, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Where we render an opinion "to the best of our knowledge" or concerning an item "known to us" or our opinion otherwise refers to our knowledge, ...

133 EXHIBIT H. POST-CLOSING CAPITALIZATION The following table sets forth the post-closing capitalization of the Company, assuming: 1. A $11 per share (post-split) price to the public in the IPO; 2. The conversion of all outstanding shares of preferred stock to common stock; 3. No exercise of stock options after December 31, 1999; 4. No exercise of warrants after December 31, 1999; 5. The sale of 7,500,000 (post-split) shares in the IPO; 6. The sale of 909,091 (post-split) shares to CINAR Corporation concurrent with the IPO; 7. The sale of 1,136,363 (post-split) shares to Cox concurrent with the IPO; and 8. The sale of 272,727 (post-split) shares to Gateway concurrent with the IPO. All share numbers in the table are post-split. TOTAL AUTHORIZED: 270,000,000 COMMON STOCK AUTHORIZED: 250,000,000 COMMON STOCK OUTSTANDING: 41,631,431 PREFERRED STOCK AUTHORIZED: 20,000,000 PREFERRED STOCK OUTSTANDING: 0 134 EXHIBIT I TERMS OF INTERNET SPONSORSHIP AGREEMENT 135 TERMS OF INTERNET SPONSORSHIP AGREEMENT