1 EXHIBIT 10.26 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL...Warrant Agreement • November 1st, 1999 • Lightspan Partnership Inc • Illinois
RECITALSVoting Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • Delaware
LIGHTSPAN, INC.Rights Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software
LEASE BETWEENLease • November 1st, 1999 • Lightspan Partnership Inc • California
1 EHXIBIT 10.47 SEPARATION AGREEMENT This Separation Agreement ("Agreement") is made and entered into by and between WINIFRED WECHSLER ("Wechsler") and LIGHTSPAN, INC. (the "Company"), as of the eighth day after this Agreement is signed by Wechsler...Separation Agreement • August 9th, 2000 • Lightspan Inc • Services-prepackaged software • California
EXHIBIT 99.3 PLATO LEARNING, INC. LOCK-UP AGREEMENT September 9, 2003 PLATO Learning, Inc. (the "Company") 10801 Nesbitt Avenue South Bloomington, Minnesota 55437 Ladies and Gentlemen: Pursuant to that certain Agreement and Plan of Merger dated as of...Lock-Up Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software
Pursuant to that certain Agreement and Plan of Merger dated as of the date hereof ("Merger Agreement"), by and among Lightspan, Inc., a Delaware corporation ("Lightspan"), the Company, and LSPN Merger Corp., a Delaware corporation, shares of the Company's common stock, par value $.01 per share (subject to adjustment for stock splits, combinations and similar events, "Shares") shall be exchanged for common stock of Lightspan. In connection with the performance of the Company's obligations under such Merger Agreement, it is a condition precedent to its performance that the undersigned execute and deliver this letter.
OFFICE LEASEOffice Lease • December 15th, 1999 • Lightspan Partnership Inc • Services-business services, nec • California
2 - 3 3. Stock Fully Paid; Reservation of Warrant Shares. All share of stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens and...Warrant Agreement • December 15th, 1999 • Lightspan Partnership Inc • Services-business services, nec • California
1 EXHIBIT 10.27 THE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
SUBLEASESublease • December 15th, 1999 • Lightspan Partnership Inc • Services-business services, nec
EXHIBIT 10.12 MASTER LEASE AGREEMENT Lessor: TRANSAMERICA BUSINESS CREDIT CORPORATION RIVERWAY II WEST OFFICE TOWER WEST HIGGINS ROSEMONT, ILLINOIS 60018 Lessee: THE LIGHTSPAN PARTNERSHIP, INC. 10140 CAMPUS POINT DRIVE SAN DIEGO, CALIFORNIA 92121 The...Master Lease Agreement • November 1st, 1999 • Lightspan Partnership Inc • Illinois
RECITALS WHEREAS, the Company desires to file a registration statement on Form S-1 under the Securities Act of 1933, as amended, (the "REGISTRATION STATEMENT") to register shares of its Common Stock for sale in a public offering (the "IPO"); WHEREAS,...Investor Rights Agreement • November 1st, 1999 • Lightspan Partnership Inc
RECITALLease Amendment • July 26th, 2000 • Lightspan Inc • Services-business services, nec
RIGHT CERTIFICATE LIGHTSPAN, INC.Rights Agreement • March 1st, 2002 • Lightspan Inc • Services-prepackaged software
This certifies that ___________________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of February 14, 2002 (the "Rights Agreement"), between Lightspan, Inc., a Delaware corporation (the "Company"), and Computershare Investor Services, LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., California time, on February 13, 2012 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company, at a purchase price of $10.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), upon pr
1 EXHIBIT 10.2 ACADEMIC SYSTEMS CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT Academic Systems Corporation, a California corporation (the "Company"), has granted to [1] (the "Optionee"), an option (the "Option") to purchase a total of [2] shares of...Nonstatutory Stock Option Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
BY AND AMONGMerger Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • Delaware
COMMON STOCKUnderwriting Agreement • February 7th, 2000 • Lightspan Partnership Inc • Services-business services, nec • New York
1. 2 (i) An executed Notice of Exercise in the form attached hereto;Warrant Agreement • January 13th, 2000 • Lightspan Partnership Inc • Services-business services, nec • California
1 EXHIBIT 10.51 EMPLOYMENT AGREEMENT BY AND BETWEEN LIGHTSPAN, INC.Employment Agreement • June 15th, 2001 • Lightspan Inc • Services-prepackaged software • California
RECITALSIndemnification Agreement • November 1st, 1999 • Lightspan Partnership Inc • Delaware
1 EXHIBIT 10.49 EMPLOYMENT AGREEMENT BY AND BETWEEN LIGHTSPAN, INC.Employment Agreement • April 30th, 2001 • Lightspan Inc • Services-prepackaged software • California
A = the fair market value of one share of the Company's Series D Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant (as adjusted to the Conversion Date)Warrant Agreement • November 1st, 1999 • Lightspan Partnership Inc
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE -- GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO]Standard Industrial/Commercial Multi-Tenant Lease • November 1st, 1999 • Lightspan Partnership Inc
1 EXHIBIT 10.35 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN...Warrant Agreement • December 15th, 1999 • Lightspan Partnership Inc • Services-business services, nec • California
1 EXHIBIT 10.25 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL...Warrant Agreement • November 1st, 1999 • Lightspan Partnership Inc • Illinois
1 EXHIBIT 10.24 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL...Warrant Agreement • November 1st, 1999 • Lightspan Partnership Inc • Illinois
1 EXHIBIT 10.40 STOCK PURCHASE AGREEMENT THE LIGHTSPAN PARTNERSHIP, INC. JANUARY 12, 2000 2 TABLE OF CONTENTSStock Purchase Agreement • January 13th, 2000 • Lightspan Partnership Inc • Services-business services, nec • California
2- 3 the Securities Act of 1933, as amended (the "1933 Act") in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.Warrant Agreement • December 15th, 1999 • Lightspan Partnership Inc • Services-business services, nec • California
EQUIPMENT FINANCING AGREEMENT EFA #200281Equipment Financing Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
RECITALSAgreement and Plan of Merger and Reorganization • July 26th, 2000 • Lightspan Inc • Services-business services, nec • Virginia
WITNESSETHConsulting Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • California
EXHIBIT 10.23 THE LIGHTSPAN PARTNERSHIP, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT This SERIES E PREFERRED STOCK PURCHASE AGREEMENT ( the "AGREEMENT") is made as of October 29, 1999, by and among THE LIGHTSPAN PARTNERSHIP, INC., a California...Series E Preferred Stock Purchase Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
AND COMPUTERSHARE INVESTOR SERVICES, LLCRights Agreement • March 1st, 2002 • Lightspan Inc • Services-prepackaged software • Delaware
1 Exhibit 10.19 DEVELOPER AGREEMENT THIS DEVELOPER AGREEMENT (the "Developer Agreement" or the "Agreement") is entered into as of the 26th day of January, 1996, by and between SONY COMPUTER ENTERTAINMENT AMERICA, a division of Sony Interactive...Developer Agreement • February 7th, 2000 • Lightspan Partnership Inc • Services-business services, nec • New York
TERM SCHEDULESale and License Agreement • February 7th, 2000 • Lightspan Partnership Inc • Services-business services, nec • New York
