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...Lightspan Partnership Inc • November 1st, 1999 • Illinois
RECITALSVoting Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • Delaware
LEASE BETWEENLease • November 1st, 1999 • Lightspan Partnership Inc • California
1 EXHIBIT 10.15 THE LIGHTSPAN PARTNERSHIP, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTRights Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
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)Lightspan Partnership Inc • November 1st, 1999
COMMON STOCKLightspan Partnership Inc • February 7th, 2000 • Services-business services, nec • New York
2- 3 the Securities Act of 1933, as amended (the "1933 Act") in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.Lightspan Partnership Inc • December 15th, 1999 • Services-business services, nec • California
MASTER EQUIPMENT LEASELease • November 1st, 1999 • Lightspan Partnership Inc • California
LIGHTSPAN, INC.Rights Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software
1 EHXIBIT 10.47 SEPARATION AGREEMENT This Separation Agreement ("Agreement") is made and entered into by and between WINIFRED WECHSLER ("Wechsler") and LIGHTSPAN, INC. (the "Company"), as of the eighth day after this Agreement is signed by Wechsler...Separation Agreement • August 9th, 2000 • Lightspan Inc • Services-prepackaged software • California
RECITALSIndemnity Agreement • November 1st, 1999 • Lightspan Partnership Inc • Delaware
2 - 3 3. Stock Fully Paid; Reservation of Warrant Shares. All share of stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens and...Lightspan Partnership Inc • December 15th, 1999 • Services-business services, nec • California
RECITALLease Agreement • July 26th, 2000 • Lightspan Inc • Services-business services, nec
RECITALSEmployment Agreement • July 26th, 2000 • Lightspan Inc • Services-business services, nec • Virginia
EXHIBIT 10.28 THE 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 10.27 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...Lightspan Partnership Inc • November 1st, 1999 • California
BY AND AMONGAgreement and Plan of Merger • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • Delaware
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
1 EXHIBIT 10.35 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...Lightspan Partnership Inc • December 15th, 1999 • Services-business services, nec • California
1 EXHIBIT 10.51 EMPLOYMENT AGREEMENT BY AND BETWEEN LIGHTSPAN, INC.Employment Agreement • June 15th, 2001 • Lightspan Inc • Services-prepackaged software • California
i 3 19. BUSINESS INTERRUPTION INSURANCE........................................ 7 20. INSURANCE GENERALLY.................................................... 7 21. WAIVER OF SUBROGATION.................................................. 7 22....Lightspan Partnership Inc • December 15th, 1999 • Services-business services, nec • California
1 EXHIBIT 10.49 EMPLOYMENT AGREEMENT BY AND BETWEEN LIGHTSPAN, INC.Employment Agreement • April 30th, 2001 • Lightspan Inc • Services-prepackaged software • California
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...Lightspan Partnership Inc • November 1st, 1999 • Illinois
1 EXHIBIT 10.50 EMPLOYMENT AGREEMENT BY AND BETWEEN LIGHTSPAN, INC.Employment Agreement • April 30th, 2001 • Lightspan Inc • Services-prepackaged software • California
1 EXHIBIT 10.40 STOCK PURCHASE AGREEMENT THE LIGHTSPAN PARTNERSHIP, INC. JANUARY 12, 2000 2 TABLE OF CONTENTSStock Purchase Agreement • January 13th, 2000 • Lightspan Partnership Inc • Services-business services, nec • California
EQUIPMENT FINANCING AGREEMENT EFA #200281Equipment Financing Agreement • November 1st, 1999 • Lightspan Partnership Inc • California
1. 2 (i) An executed Notice of Exercise in the form attached hereto;Lightspan Partnership Inc • January 13th, 2000 • Services-business services, nec • California
WITNESSETHConsulting Agreement • September 10th, 2003 • Lightspan Inc • Services-prepackaged software • 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...Sale and Leaseback Agreement • November 1st, 1999 • Lightspan Partnership Inc • Illinois
OFFICE LEASELetter Agreement • December 15th, 1999 • Lightspan Partnership Inc • Services-business services, nec • California
AND COMPUTERSHARE INVESTOR SERVICES, LLCRights Agreement • March 1st, 2002 • Lightspan Inc • Services-prepackaged software • Delaware
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 • February 7th, 2000 • Lightspan Partnership Inc • Services-business services, nec • New York
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.
TERM SCHEDULESale and License Agreement • February 7th, 2000 • Lightspan Partnership Inc • Services-business services, nec • New York
EXHIBIT 10.44 PLAYSTATION(R) 2 DEVELOPMENT SYSTEM AGREEMENT This PlayStation(R) 2 Development System Agreement (the "Agreement") is entered into this 7th day of March 2000 (the "Effective Date") by and between Sony Computer Entertainment America Inc....Development System Agreement • June 14th, 2000 • Lightspan Inc • Services-business services, nec • California
