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
LEASE BETWEENLease • November 1st, 1999 • Lightspan Partnership Inc • California
1 EXHIBIT 10.30 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 • November 1st, 1999 • Lightspan Partnership Inc • 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
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
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
RECITALSIndemnification Agreement • November 1st, 1999 • Lightspan Partnership Inc • Delaware
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 10.25 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
EQUIPMENT FINANCING AGREEMENT EFA #200281Equipment Financing Agreement • November 1st, 1999 • Lightspan Partnership Inc • 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
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 • November 1st, 1999 • Lightspan Partnership Inc • New York
RECITALSAmendment and Waiver • November 1st, 1999 • Lightspan Partnership Inc
1 EXHIBIT 10.11 [SILICON VALLEY BANK LOGO] LOAN AND SECURITY AGREEMENT BORROWER: THE LIGHTSPAN PARTNERSHIP, INC. ADDRESS: 10140 CAMPUS POINT DRIVE SAN DIEGO, CALIFORNIA 92121 DATE: FEBRUARY 25, 1998 THIS LOAN AND SECURITY AGREEMENT is entered into on...Loan and Security Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
RECITALSInvestor Rights Agreement • November 1st, 1999 • Lightspan Partnership Inc
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter called the "MERGER AGREEMENT") is made as of __, 1999 by and between THE LIGHTSPAN PARTNERSHIP, INC., a California corporation ("LIGHTSPAN CALIFORNIA"), and THE...Merger Agreement • November 1st, 1999 • Lightspan Partnership Inc
MASTER EQUIPMENT LEASEMaster Equipment Lease • November 1st, 1999 • Lightspan Partnership Inc • California
1 EXHIBIT 10.22 ACADEMIC SYSTEMS FULFILLMENT AGREEMENT - VERSION 1.0 PARTIES: This Agreement is made and entered into between Academic Systems Corporation, a California corporation, whose address is 444 Casino Street, Mountain View, California 94041...Academic Systems Fulfillment Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
