Draft of November 17, 1999 PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • New York
1 EXHIBIT 10.11 AMENDED AND RESTATED LICENSE AGREEMENT Dated as of February 10, 2000 This amended and restated license agreement is between the ZDNet division of ZD Inc. (hereinafter "Licensor"), having offices at 650 Townsend Street, San Francisco,...License Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • New York
1 2 ment"), by and among the Company and the Members of the Company as set forth therein. Terms not defined herein shall have the meanings set forth in the Limited Liability Company Agreement.Limited Liability Company Agreement • July 27th, 2000 • Element K Corp • Services-business services, nec • Delaware
1 EXHIBIT 10.3 TRAINING MEDIA OPERATING LLC CREDIT AGREEMENT Dated as of February 10, 2000 FLEET NATIONAL BANK, Administrative Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, Syndication Agent TABLE OF CONTENTSCredit Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • Massachusetts
1 EXHIBIT 1.1 5,500,000 SHARES ELEMENT K CORPORATION CLASS A COMMON STOCK, $0.01 PAR VALUE UNDERWRITING AGREEMENTElement K Corp • August 15th, 2000 • Services-business services, nec • New York
ELEMENT K CORPORATION FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 27th, 2000 • Element K Corp • Services-business services, nec • Delaware
LETTER AGREEMENT WBT Holdings LLC WBT Operating LLCLetter Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • New York
SUBLEASEElement K Corp • July 3rd, 2000 • Services-business services, nec • New York
R E C I T A L SReseller Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • New York
AGREEMENTAgreement • July 27th, 2000 • Element K Corp • Services-business services, nec
ARTICLE IShared Services Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • Delaware
1 Exhibit 10.2 FINANCIAL ADVISORY SERVICES AGREEMENT THIS FINANCIAL ADVISORY SERVICES AGREEMENT (this "AGREEMENT") dated May 3, 2000, by and between Element K Holdings LLC (f/k/a WBT Holdings LLC), a Delaware limited liability company ("HOLDINGS") and...Financial Advisory Services Agreement • August 15th, 2000 • Element K Corp • Services-business services, nec • New York
RECITALSSubscription and Co-Investment Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • New York
ELEMENT K PRESS LLC ELEMENT K LLC 500 CANAL VIEW BOULEVARD ROCHESTER, NEW YORK 14623Element K Corp • July 27th, 2000 • Services-business services, nec
1 2 SECTION 1.2 Access to Information. The Trustee (i) has reviewed the Limited Liability Company Agreement and the other materials furnished to him in connection with the transactions contemplated hereby and (ii) has been granted the opportunity to...Supplemental Limited Liability Company Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • Delaware
1 EXHIBIT 10.14 TRADEMARK LICENSE AGREEMENT AGREEMENT (the "Agreement") made as of this 10th day of February, 2000 (the "Effective Date") by and between WBT Operating LLC, a Delaware limited liability company, having a principal place of business at...Trademark License Agreement • July 3rd, 2000 • Element K Corp • Services-business services, nec • New York
1 EXHIBIT 10.17 TRAINING MEDIA OPERATING LLC WBT OPERATING LLC 500 CANAL VIEW BOULEVARD ROCHESTER, NEW YORK 14623 Mr. Lance D'Amico 60 Howell Park Larchmont, New York 10538 March 21, 2000 Dear Lance: Pursuant to our recent discussions, I have set...Element K Corp • July 27th, 2000 • Services-business services, nec
