0000912057-01-540792 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • November 23rd, 2001 • Click2learn Com Inc • Services-computer programming services • New York

This PURCHASE AGREEMENT (this "Agreement"), dated as of November 15, 2001, by and among Click2learn, Inc., a Delaware corporation (the "Company"), and each of the purchasers (individually, a "Purchaser" and, collectively, the "Purchasers") listed on the Schedule of Purchasers attached as Exhibit A hereto (the "Purchasers Schedule").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 23rd, 2001 • Click2learn Com Inc • Services-computer programming services • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 15, 2001, by and among Click2learn, Inc., a Delaware corporation (the "Company"), and each of the purchasers (individually, a "Purchaser" and, collectively, the "Purchasers") listed on the Schedule of Purchasers attached as Exhibit A hereto.

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