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EXHIBIT 10.33
AMENDMENT AND WAIVER
This AMENDMENT AND WAIVER is entered into as of October 28, 1999 by and
between THE LIGHTSPAN PARTNERSHIP, INC. (the "COMPANY") and the undersigned
(each an "INVESTOR" and collectively the "INVESTORS"). All capitalized terms
used herein but not otherwise defined herein shall have the meaning set forth in
the XXX (as defined below).
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, as set forth in Section 1.6 of the Amended and Restated
Investor Rights Agreement dated as of July 8, 1999 by and among the Company and
the persons or entities listed on Exhibit A thereto (the "XXX"), the Company
must give notice (the "NOTICE") to the Holders if at any time the Company shall
determine to register its securities and include in such registration all of the
Registrable Securities that such Holders request that the Company include (the
"PIGGYBACK RIGHTS");
WHEREAS, Section 5.7 of the XXX provides that Holders of at least 50% of
the Registrable Securities shall have the ability to amend the XXX and to waive
any rights under the XXX;
WHEREAS, the Investors collectively represent (i) 50% of the Holders of
Registrable Securities;
WHEREAS, the Investors desire to waive their rights to receive Notice
and their Piggyback Rights to permit the Company to file the Registration
Statement without including Registrable Securities thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. The right to receive Notice as set forth in Section 1.6(a)(i) of the
XXX and the Piggyback Rights set forth in Section 1.6 of the XXX are hereby
waived as to any Registration Statement approved by the Company's Board of
Directors on October 28, 1999.
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IN WITNESS WHEREOF, the parties have executed this WAIVER as of the date
first above written.
COMPANY:
THE LIGHTSPAN PARTNERSHIP, INC.
By:
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Its:
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[Signature Page to Waiver]
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INVESTOR:
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By:
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Its:
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[Signature Page to Waiver]
