1 Draft-- March 19, 2001 EDISON SCHOOLS INC. (a Delaware corporation) - Shares of Class A Common Stock PURCHASE AGREEMENT Dated: March 20, 2001 ============== ================================================================== 2 Table of ContentsPurchase Agreement • March 20th, 2001 • Edison Schools Inc • Services-educational services • New York
Exhibit 10.42 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS...Warrant Agreement • September 30th, 2002 • Edison Schools Inc • Services-educational services • Delaware
Exhibit 10.46 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of July 31, 2002 (this "Agreement"), by EDISON SCHOOLS INC. ("Pledgor") in favor of SCHOOL SERVICES LLC ("Pledgee"). WHEREAS, the parties hereto have entered into that certain Credit and...Pledge Agreement • September 30th, 2002 • Edison Schools Inc • Services-educational services • New York
3- 4 provisions of this Agreement). Ownership by Whittle or WSI of publicly traded stock of any corporation conducting any such business shall not be deemed a violation of the preceding two sentences provided Whittle or WSI does not own more than...Management Agreement • September 10th, 1999 • Edison Schools Inc • Services-educational services • New York
2- 3 3. Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and non-assessable, issued in compliance with all applicable...Warrant Agreement • August 2nd, 1999 • Edison Schools Inc • New York
ARTICLE I STOCK OPTIONOption Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services • New York
ARTICLE I. DEFINITIONSMerger Agreement • July 22nd, 2003 • Edison Schools Inc • Services-educational services • Delaware
WARRANTWarrant Agreement • August 2nd, 1999 • Edison Schools Inc • Delaware
2- 3 or sibling of such spouse) of such Person, or any trust for the benefit of any of the Persons described in this clause (ii). For purposes of this definition the term "control" (including the correlative meanings of the terms "controlled by" and...Shareholder Agreement • August 2nd, 1999 • Edison Schools Inc • New York
Exhibit 10.40 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS...Warrant Agreement • September 30th, 2002 • Edison Schools Inc • Services-educational services • Delaware
GUARANTYGuaranty • September 30th, 2002 • Edison Schools Inc • Services-educational services • New York
1 EXHIBIT 10.22 THE EDISON PROJECT INC. SUBSCRIPTION AGREEMENT DECEMBER 30, 1997 TABLE OF CONTENTSSubscription Agreement • August 2nd, 1999 • Edison Schools Inc • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of October, 2002 by and between Edison Schools Inc., a Delaware corporation with offices located at 521 Fifth Avenue, New York, New York 10175 (referred to...Employment Agreement • September 30th, 2002 • Edison Schools Inc • Services-educational services • New York
ARTICLE I DEFINITIONSPledge Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services • New York
EXHIBIT (d)(13) CHRIS WHITTLE Founder and Chief Executive Officer June 26, 2003 Mr. Benno C. Schmidt, Jr. Edison Schools Inc. 521 Fifth Avenue, 11th Floor New York, NY 10175 Dear Benno: On June 20, 2000, Edison Schools Inc. (the "Company") and you...Letter Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services
EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT dated as of November 12, 1999Revolving Credit Agreement • December 23rd, 1999 • Edison Schools Inc • Services-educational services
Exhibit 10.45 CREDIT AND SECURITY AGREEMENT dated as of July 31, 2002Credit and Security Agreement • September 30th, 2002 • Edison Schools Inc • Services-educational services • New York
LOAN AGREEMENTLoan Agreement • October 5th, 1999 • Edison Schools Inc • Services-educational services • New York
Exhibit 10.44 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. NEITHER THIS...Warrant Agreement • September 30th, 2002 • Edison Schools Inc • Services-educational services • Delaware
5 - 6 or condition of this lease, or the carelessness, negligence or improper conduct of the Tenant, Tenant's agents, contractors, employees, invitees or licensees. Tenant's liability under this lease extends to the acts and omissions of any...Lease Agreement • June 16th, 2000 • Edison Schools Inc • Services-educational services • New York
2- 3 3.3 Subsidiaries, Etc. The Company has no subsidiaries and does not own or control, directly or indirectly, any shares of capital stock of any other corporation or any interest in any partnership, joint venture or other non- corporate business...Preferred Stock Purchase Agreement • June 16th, 2000 • Edison Schools Inc • Services-educational services • Washington
RECITALSSecurity Agreement • December 23rd, 1999 • Edison Schools Inc • Services-educational services
EXHIBIT 4 AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13D In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D by amending the Schedule 13D...Joint Filing Agreement • July 22nd, 2003 • Edison Schools Inc • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D by amending the Schedule 13D filed by H. Christopher Whittle (including any and all amendments thereto) with respect to the shares of Class A Common Stock, $0.01 par value, of Edison Schools Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto.
2- 3 the Loans are paid in full with payment of the interest due on the date of payment of the Loans, and upon the Company's request you shall execute and deliver any necessary documents, including replacement promissory notes, in connection therewith.Employment Agreement • August 2nd, 1999 • Edison Schools Inc • New York
No.[_______] Option to subscribe Issue Date:[_______] for [_______] Shares THE EDISON PROJECT INC. TRANCHE 2 STOCK OPTION THIS CERTIFIES that, for value received, [_______] ("Holder"), is entitled to subscribe for and purchase from The Edison Project...Stock Option Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services
1 EXHIBIT 10.12 THE EDISON PROJECT INC. AMENDED WARRANT PURCHASE AGREEMENT THIS AMENDED WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of June 1, 1998, by and between THE EDISON PROJECT INC., a Delaware corporation (the "Company") and THE...Warrant Purchase Agreement • September 10th, 1999 • Edison Schools Inc • Services-educational services • New York
OFOperating Agreement • September 28th, 2000 • Edison Schools Inc • Services-educational services • Delaware
Exhibit 10.55 INDEMNIFICATION AGREEMENT DATED AS OF OCTOBER 28, 2002 BETWEEN EDISON SCHOOLS INC. ("EDISON"), AND LOWELL W. ROBINSON ("INDEMNITEE") WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified...Indemnification Agreement • November 14th, 2002 • Edison Schools Inc • Services-educational services • Delaware
andContract of Sale • June 16th, 2000 • Edison Schools Inc • Services-educational services • New York
2- 3 2. Registration RightsShareholder Agreement • August 2nd, 1999 • Edison Schools Inc • Washington
STOCK OPTIONOption Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services • New York
1- 2 1.6 "Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be...Shareholder Agreements • June 16th, 2000 • Edison Schools Inc • Services-educational services • Washington
EXHIBIT 1.2 EDISON SCHOOLS INC. (a Delaware corporation) __ Shares of Class A Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: __, 1999 TABLE OF CONTENTSInternational Purchase Agreement • October 29th, 1999 • Edison Schools Inc • Services-educational services • New York
EXHIBIT 1Joint Filing Agreement • January 16th, 2002 • Edison Schools Inc • Services-educational services
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame
EXHIBIT (d)(27) THE EDISON PROJECT INC. Nonstatutory Stock Option Agreement As of June 30, 1999 (the "Modification Date"), we are hereby amending and restating the option originally granted on [____________] (the "Grant Date"), to provide the option...Nonstatutory Stock Option Agreement • August 22nd, 2003 • Edison Schools Inc • Services-educational services • New York
