RECITALSVoting Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • Delaware
LIGHTSPAN, INC.Rights Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software
BY AND AMONGAgreement and Plan of Merger • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • Delaware
WITNESSETHConsulting Agreement • September 10th, 2003 • 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...Lightspan Inc • September 10th, 2003 • 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.
