Excelligence Learning Corp Watch

from 8-K 4 pages Second Amendment to Lease Agreement

from 8-K 3 pages Second Amendment to Lease Agreement

from 8-K 2 pages Second Lease Amendment

from 8-K 5 pages This Guaranty (This “Guaranty”), Dated as of July 19, 2006, Is Entered Into by and Between Excelligence Learning Corporation, a Delaware Corporation (The “Company”), and Thoma Cressey Fund VIII, L.P., a Limited Partnership (“Guarantor”). Capitalized Terms Used Herein Without Definition Have the Meanings Given to Them in the Merger Agreement (As Defined Below)

from 8-K 14 pages Speaker Road Industrial Building Modified Industrial Gross Lease 5101 - 5207 Speaker Road Kansas City, Kansas

from 8-K 2 pages Amendment Number Three to That Lease Agreement Dated November 2, 1999 Between Ryan Oaks, LLC, a California Limited Liability Company (As Successor-In-Interest to Spieker Properties, L.P.), as Landlord, and Excelligence Learning Corporation, a Delaware Corporation, Formerly Known as Learningstar Corp., as Tenant, for Premises Located at 2 Lower Ragsdale Drive, Suite 125, Monterey, California. Effective May 1, 2006, the Above Described Lease Agreement Will Be Amended as Follows: 1. Paragraph 3 – Term: Scheduled Term Expiration Date: August 31, 2011. Tenant’s Early Termination Rights Per Amendment Number Two of the Lease Agreement Shall Be Null and Void. Tenant Agrees to Accept the Premises in “As-Is” Condition. 2. Paragraph 6 – Rent: Base Rent for the Premises Shall Be as Follows: May 2006—base Rent Shall Be $0.00. Tenant Shall Be Responsible for Its Proportionate Share of Operating Expenses Per Paragraph 7 of the Lease Agreement

from 8-K 2 pages Amendment Number Five to That Lease Agreement Dated March 23, 1999 Between Ryan Oaks, LLC, a California Limited Liability Company (As Successor-In-Interest to Spieker Properties, L.P.), as Landlord, and Excelligence Learning Corporation, a Delaware Corporation, Formerly Known as Learningstar Corp., as Tenant, for Premises Located at 2 Lower Ragsdale Drive, Suite 200, Monterey, California. Effective May 1, 2006, the Above Described Lease Agreement Will Be Amended as Follows: 1. Paragraph 3 – Term: Scheduled Term Expiration Date: August 31, 2011. Tenant’s Early Termination Rights Per Amendment Number Four of the Lease Agreement Shall Be Null and Void. Tenant Agrees to Accept the Premises in “As-Is” Condition. 2. Paragraph 6 – Rent: Base Rent for the Premises Shall Be as Follows: May 2006—base Rent Shall Be $0.00. Tenant Shall Be Responsible for Its Proportionate Share of Operating Expenses Per Paragraph 7 of the Lease Agreement

from 10-Q 5 pages To: Diane Kayser From: Ron Elliot Date: September 13, 2005 Re: Separation Agreement

from 8-K 6 pages Employment Agreement

from 8-K 7 pages First Amendment to Lease Agreement

from 8-K 19 pages Commercial Lease 1353 Dayton Street, Salinas, California Article 1 - Term of Lease

from 10-Q 6 pages Employment Agreement

from 10-Q 1 page Amendment Number Four to That Lease Agreement Dated March 23, 1999 Between Ryan Oaks, LLC, a California Limited Liability Company (As Successor-In-Interest to Spieker Properties, L.P.), as Landlord, and Excelligence Learning Corporation, a Delaware Corporation, Formerly Known as Learningstar Corporation, as Tenant, for Premises Located at 2 Lower Ragsdale Drive, Suite 200, Monterey, California. the Above Described Lease Agreement Will Be Amended as Follows to Extend the Term Expiration Date. 1. Paragraph 3 – Term: Scheduled Term Expiration Date: June 30, 2007. Tenant Agrees to Accept the Premises in “As-Is” Condition. Tenant Shall Have the Right to Terminate This Lease Effective July 1, 2005, Provided All of the Following Conditions Are Met: A. Tenant Is Not, and Has Not Been, in Default of This Lease and Shall Be Current in All Obligations of This Lease as of the Effective Date of the Termination. B. Tenant Gives Landlord 180 Days Prior Written Notice

from 10-Q ~1 page Amendment Number Two to That Lease Agreement Dated November 2, 1999 Between Ryan Oaks, LLC, a California Limited Liability Company (As Successor-In-Interest to Spieker Properties, L.P.), as Landlord, and Excelligence Learning Corporation, a Delaware Corporation, Formerly Known as Learningstar Corporation, as Tenant, for Premises Located at 2 Lower Ragsdale Drive, Suite 125, Monterey, California. the Above Described Lease Agreement Will Be Amended as Follows to Extend the Term Expiration Date. 1. Paragraph 3 – Term: Scheduled Term Expiration Date: June 30, 2007. Tenant Agrees to Accept the Premises in “As-Is” Condition. Tenant Shall Have the Right to Terminate This Lease Effective July 1, 2005, Provided All of the Following Conditions Are Met: A. Tenant Is Not, and Has Not Been, in Default of This Lease and Shall Be Current in All Obligations of This Lease as of the Effective Date of the Termination. B. Tenant Gives Landlord 180 Days Prior Written Notice

from 10-Q 2 pages First Amendment to Learningstar Corp. Amended and Restated 2001 Stock Option and Incentive Plan

from 10-K ~5 pages Addendum to Lease #3

from 10-Q 2 pages Amendment to Second Amended and Restated Learningstar Corp. 2001 Employee Stock Purchase Plan

from 10-Q 10 pages Learningstar Corp. Amended and Restated 2001 Stock Option and Incentive Plan

from 10-K 4 pages Sublease and Consent to Sublease

from 10-K 7 pages Employment Agreement