SOFTWARE LICENSE AGREEMENT FOR PALM OS SOFTWARESoftware License Agreement • January 30th, 2004 • Alphasmart Inc • Services-computer programming services • California
This Software License Agreement is entered into by and between Palm, Inc. (“Palm”), a Delaware corporation with a place of business at 5470 Great America Parkway, Santa Clara, CA 95052, Palm Ireland Investment, a company organized and existing under the laws of The Republic of Ireland with a place of business at 25-28 North Wall Quay, International Financial Services Centre, Dublin 1, Ireland (referred to individually as “Palm Ireland” or collectively with Palm, Inc. as “Palm”) and AlphaSmart, Inc. (“Licensee”), a California corporation with a place of business at 20400 Stevens Creek Blvd., Suite 300, Cupertino, CA 95014. The effective date of this Agreement shall be the date last executed below (“Effective Date”), provided that this Agreement shall not be effective in the absence of any and all required governmental approvals.
4,400,000 Shares ALPHASMART, INC. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 30th, 2004 • Alphasmart Inc • Services-computer programming services • New York
AlphaSmart, Inc., a Delaware corporation (the “Company”) and the stockholders listed on Schedule II (such stockholders, collectively, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,400,000 shares of the Company’s Common Stock, $0.0001 par value (the “Firm Shares”), of which 3,600,000 shares will be sold by the Company and 800,000 shares will be sold by the Selling Stockholders, with each Selling Stockholder selling the number of Firm shares set forth opposite such Selling Stockholder’s name on Schedule II. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” The Sellers also severally propose to sell at the Underwriters’ option an aggre
