0001012870-02-003179 Sample Contracts

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SMARTFORCE OPTION AGREEMENT
Option Agreement • July 30th, 2002 • Smartforce Public LTD Co • Services-prepackaged software • Delaware

THIS SMARTFORCE OPTION AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2002 among SkillSoft Corporation, a Delaware corporation (“SkillSoft”), and SmartForce Public Limited Company, a public limited company organized under the laws of the Republic of Ireland (“SmartForce”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to them in the Merger Agreement (as defined below).

AMENDMENT AND RESTATED SMARTFORCE OPTION AGREEMENT
Smartforce Option Agreement • July 30th, 2002 • Smartforce Public LTD Co • Services-prepackaged software • Delaware

THIS AMENDED AND RESTATED SMARTFORCE OPTION AGREEMENT (this “Agreement”) is made and entered into as of July , 2002 among SkillSoft Corporation, a Delaware corporation (“SkillSoft”), and SmartForce Public Limited Company, a public limited company organized under the laws of the Republic of Ireland (“SmartForce”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to them in the Merger Agreement (as defined below).

SMARTFORCE SHAREHOLDER VOTING AGREEMENT
Shareholder Voting Agreement • July 30th, 2002 • Smartforce Public LTD Co • Services-prepackaged software • Delaware

SMARTFORCE SHAREHOLDER VOTING AGREEMENT, dated as of June 10, 2002 (this “Agreement”), among the Shareholders of SmartForce Public Limited Company, a public limited company organized under the laws of the Republic of Ireland (“SmartForce”) listed on the signature page(s) hereto (collectively, “Shareholders” and each individually, a “Shareholder”), SmartForce and SkillSoft Corporation, a Delaware corporation (“SkillSoft”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

SMARTFORCE PUBLIC LIMITED COMPANY REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2002 • Smartforce Public LTD Co • Services-prepackaged software • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of June 10, 2002, among the stockholder listed on Schedule I hereto (the “Stockholder”) and SmartForce Public Limited Company, a public limited liability company organized under the laws of the Republic of Ireland (the “Company”).

SKILLSOFT STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • July 30th, 2002 • Smartforce Public LTD Co • Services-prepackaged software • Delaware

SKILLSOFT STOCKHOLDER VOTING AGREEMENT, dated as of June 10, 2002 (this “Agreement”), among the stockholders of SkillSoft Corporation, a Delaware corporation (“SkillSoft”) listed on the signature page(s) hereto (collectively, “Stockholders” and each individually, a “Stockholder”), SkillSoft and SmartForce Public Limited Company, a public limited company incorporated under the laws of the Republic of Ireland (“SmartForce”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

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