0001104659-03-023213 Sample Contracts

CLICK2LEARN, INC. VOTING AGREEMENT

Voting Agreement • October 21st, 2003 • Click2learn Inc/De/ • Services-computer programming services • Delaware

• Contract Type
  Voting Agreement
• Filed
  October 21st, 2003
• Company
  Click2learn Inc/De/
• Industry
  Services-computer programming services
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2003, by and between Docent Inc., a Delaware corporation (“Docent”), and the undersigned Stockholder of Click2learn, Inc. (“Stockholder”).

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG DOCENT, INC. CLICK2LEARN, INC. HOCKEY MERGER CORPORATION, DEVIL ACQUISITION CORPORATION AND CANUCK ACQUISITION CORPORATION Dated as of October 20, 2003

Agreement and Plan of Reorganization • October 21st, 2003 • Click2learn Inc/De/ • Services-computer programming services • Delaware

• Contract Type
  Agreement and Plan of Reorganization
• Filed
  October 21st, 2003
• Company
  Click2learn Inc/De/
• Industry
  Services-computer programming services
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of October 20, 2003 among Docent, Inc., a Delaware corporation (“Docent”), Click2learn, Inc. a Delaware corporation (“Click2learn”), Hockey Merger Corporation, a Delaware corporation (“Newco”), Devil Acquisition Corporation, a Delaware corporation (“Docent Merger Sub”), and Canuck Acquisition Corporation, a Delaware corporation (“Click2learn Merger Sub”). Capitalized terms that are used herein shall have the respective meanings ascribed thereto in Article VIII hereof.