0000886206-05-000009 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2005 between Franklin Covey Co., a Utah corporation (the “Company”), and Knowledge Capital Investment Group, a Texas general partnership (the “Purchaser”).

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Contract
Franklin Covey Co • March 10th, 2005 • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Amended and Restated Shareholders Agreement • March 10th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of March 8, 2005 (the “Effective Date”), between Franklin Covey Co., a Utah corporation (the “Company”), and Knowledge Capital Investment Group, a Texas general partnership (the “Purchaser” and, together with its Permitted Transferees, the “Investor”).

AMENDED AND RESTATED MONITORING AGREEMENT
Monitoring Agreement • March 10th, 2005 • Franklin Covey Co • Blankbooks, looseleaf binders & bookbindg & relatd work • Utah

THIS AMENDED AND RESTATED MONITORING AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2005 between Franklin Covey Co., a Utah corporation (the “Company”), and Hampstead Interests, LP, a Texas limited partnership (“HI”).

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