ALPHASMART, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2003 • Alphasmart Inc • Services-computer programming services • Delaware
This Indemnification Agreement (“Agreement”) is effective as of October , 2003 by and between AlphaSmart, Inc., a Delaware corporation (the “Company”), and Walter G. Kortschak (“Indemnitee”).
SOFTWARE LICENSE AGREEMENT FOR PALM OS SOFTWARESoftware License Agreement • January 30th, 2004 • Alphasmart Inc • Services-computer programming services • California
This Software License Agreement is entered into by and between Palm, Inc. (“Palm”), a Delaware corporation with a place of business at 5470 Great America Parkway, Santa Clara, CA 95052, Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (referred to individually as “Palm Ireland” or collectively with Palm, Inc. as “Palm”) and AlphaSmart, Inc. (“Licensee”), a California corporation with a place of business at 20400 Stevens Creek Blvd., Suite 300, Cupertino, CA 95014. The effective date of this Agreement shall be the date last executed below (“Effective Date”), provided that this Agreement shall not be effective in the absence of any and all required governmental approvals.
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • Delaware
THIS STOCKHOLDERS VOTING AGREEMENT (this “Agreement”) is made and entered into as of the day of January, 2005, among Renaissance Learning, Inc., a Wisconsin corporation (“Parent”), RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of AlphaSmart, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG RENAISSANCE LEARNING, INC., RLI ACQUISITION CORP., INC., RLI ACQUISITION SUB, LLC AND ALPHASMART, INC. Dated as of January 24, 2005Merger Agreement • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 24, 2005 (the “Agreement”), by and among Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), RLI Acquisition Sub, LLC, a single member Delaware limited liability company and a wholly owned subsidiary of the Company (the “LLC”), and AlphaSmart, Inc., a Delaware corporation (“Seller”).
ALPHASMART, INC. STOCK OPTION AGREEMENTStock Option Agreement • December 31st, 2003 • Alphasmart Inc • Services-computer programming services • California
4,400,000 Shares ALPHASMART, INC. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 4th, 2004 • Alphasmart Inc • Services-computer programming services • New York
AlphaSmart, Inc., a Delaware corporation (the “Company”) and the stockholders listed on Schedule II (such stockholders, collectively, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,400,000 shares of the Company’s Common Stock, $0.0001 par value (the “Firm Shares”), of which 3,600,000 shares will be sold by the Company and 800,000 shares will be sold by the Selling Stockholders, with each Selling Stockholder selling the number of Firm shares set forth opposite such Selling Stockholder’s name on Schedule II. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” The Sellers also severally propose to sell at the Underwriters’ option an aggre
AMENDMENT NO. 1 TO THE SOFTWARE LICENSE AGREEMENT FOR PALM OS SOFTWARESoftware License Agreement • January 12th, 2004 • Alphasmart Inc • Services-computer programming services
This Amendment No. 1 to the Software License Agreement for Palm OS Software (the “Amendment”) is entered into by and between PalmSource, Inc., a Delaware corporation (“PalmSource”), Palm Platform Overseas Limited, a company organized and existing under the laws of Cayman Islands (“Palm Cayman”) and AlphaSmart, Inc. (“Licensee”), a California corporation with a place of business at 20400 Stevens Creek Blvd. Suite 300, Cupertino, CA 95014. The effective date of this Amendment shall be June 14, 2002 (“Amendment Effective Date”).
NON-COMPETE AGREEMENTNon-Compete Agreement • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • California
THIS NON-COMPETE AGREEMENT is made as of this day of January, 2005, by and between RLI Acquisition Sub, LLC, a Delaware limited liability company (the “Company”), and (“Executive”).
CONSENT TO SUBLEASEConsent to Sublease • September 30th, 2003 • Alphasmart Inc • California
This Consent to Sublease is made by BR3 Partners, a California general partnership (“Master Lessor”), for the benefit of Pumatech, Inc., a Delaware corporation (“Sublessor”) and AlphaSmart, Inc., a California corporation (“Sublessee”), in the context of the following facts:
LOAN AGREEMENTLoan Agreement • September 30th, 2003 • Alphasmart Inc • California
THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of May 30 2003 by and between ALPHASMART, INC., a California corporation (“Borrower”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”).
GROSS LEASE BR3 Partners, as “Landlord” and AlphaSmart, Inc. a Delaware corporation, as “Tenant”Gross Lease • May 13th, 2005 • Alphasmart Inc • Services-computer programming services • California
This Gross Lease (“Lease”) is dated, for reference purposes only, as of the Lease Reference Date specified in Section A of the Summary of Basic Lease Terms (“Summary”), and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
LICENSE AGREEMENT, SETTLEMENT, AND MUTUAL RELEASELicense Agreement, Settlement, and Mutual Release • January 12th, 2004 • Alphasmart Inc • Services-computer programming services • California
This License Agreement, Settlement, and Mutual Release (hereinafter “Agreement”) is made and entered into, effective as of April 1, 2002 (“Effective Date”), by AlphaSmart, Inc., a corporation organized under the laws of the State of California, and Douglas J. Kelly (“Kelly”), an individual and named inventor of U.S. Patent No. 5,065,360. AlphaSmart and Kelly are collectively referred to herein as the “Settling Parties” and each individually as a “Settling Party.”
SECURITY AGREEMENTSecurity Agreement • September 30th, 2003 • Alphasmart Inc
This SECURITY AGREEMENT is executed at San Jose, California on May 30, 2003 by ALPHASMART, INC., a California corporation (herein called “Debtor”).
AMENDMENT NO. 3 TO SOFTWARE LICENSE AGREEMENTSoftware License Agreement • May 14th, 2004 • Alphasmart Inc • Services-computer programming services
This Amendment No. 3 (this “Amendment 3”) is an amendment to that Software License Agreement dated June 29, 2001 (the “Initial Agreement”) by and among PalmSource, Inc., (“PalmSource”), Palm Ireland Investment and AlphaSmart, Inc., as the Initial Agreement was amended by Amendment 1 effective June 14, 2002 (“Amendment 1”), and further amended by Amendment No. 2 effective November l5, 2002 (“Amendment No. 2”). The Initial Agreement as amended by Amendment 1 and Amendment 2 is hereinafter referred to as the Amended Agreement. This Amendment 3 is made effective as of February 27, 2004 (the “Amendment 3 Effective Date”), by and among PalmSource, PalmSource Overseas Limited (the successor in interest to Palm Platform Overseas Limited, and together with PalmSource referred to as “PSI”), and AlphaSmart, Inc. (“Licensee”). The provisions of this Amendment 3 are hereby incorporated into the Amended Agreement and shall control over contradicting terms therein. All capitalized terms used herein a
Extension of LeaseLease Extension • September 30th, 2003 • Alphasmart Inc
LICENSE AGREEMENT, SETTLEMENT, AND MUTUAL RELEASELicense Agreement • October 15th, 2003 • Alphasmart Inc • Services-computer programming services • California
This License Agreement, Settlement, and Mutual Release (hereinafter “Agreement”) is made and entered into, effective as of April l, 2002 (“Effective Date”), by AlphaSmart, Inc., a corporation organized under the laws of the State of California, and Douglas J. Kelly (“Kelly”), an individual and named inventor of [*]. AlphaSmart and Kelly are collectively referred to herein as the “Settling Parties” and each individually as a “Settling Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • California
Lease Agreement (NNN Tenant Improvements) Basic Lease InformationLease Agreement • September 30th, 2003 • Alphasmart Inc • California
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 3rd, 2005 • Alphasmart Inc • Services-computer programming services
THIS FIRST AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made effective as of June 30, 2004, between ALPHASMART, INC., a Delaware corporation (“Borrower”) and UNION BANK OF CALIFORNIA, N.A. (“Bank”).
LEASELease • November 7th, 2003 • Alphasmart Inc • Services-computer programming services
Tenant shall pay Base Rent in the sum of Thirty Nine Thousand One Hundred and Thirty-Six dollars and Sixty-Seven cents ($39,136.67) attributable to the period from August 1, 2003 through September 30, 2006. All Base Rent shall be paid in advance on the first day of each calendar month of the Term hereof. Base Rent for any period during the Term hereof which is for less than one month shall be prorated based upon the actual number of days in the month during which the Lease is in effect. Base Rent shall be payable without notice or demand and without any deduction, offset or abatement in lawful money of the United States of America, to Landlord at 1602 South Parker Road, Suite 200, Denver, CO 80231 or to such other persons or at such other places as Landlord may from time to time designate in writing. The parties acknowledge that the dates set forth in this Section assume a Commencement Date of August 1, 2003, and, if the Commencement Date occurs after August 1, 2003, such dates will be
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • December 31st, 2003 • Alphasmart Inc • Services-computer programming services • California
This Stockholders’ Agreement (the “Agreement”) is made as of the 4th day of June 1999, by and among Intelligent Peripheral Devices, Inc., a California corporation (the “Company”), Ketan Kothari, Manish Kothari and Joseph Barrus (each, a “Founder” and, collectively, the “Founders”), and the investors listed on the signature page hereto (each of which is referred to herein as an “Investor” or, collectively, as the “Investors”).
INTELLIGENT PERIPHERAL DEVICES, INC. INVESTORS’ RIGHTS AGREEMENT Dated as of June 4, 1999Investors’ Rights Agreement • September 30th, 2003 • Alphasmart Inc • California
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of June 4, 1999 (the “Effective Date”), by and between Intelligent Peripheral Devices, Inc., a California corporation (the “Company”), Ketan Kothari, Manish Kothari and Joseph Barrus (each, a “Founder” and , collectively, the “Founders”) and the investors listed on the signature page hereto (each of which is referred to herein as an “Investor” or collectively, as the “Investors”).
