{"id":41372,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-purchase-agreement-the-edison-project-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-purchase-agreement-the-edison-project-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-purchase-agreement-the-edison-project-inc-and.html","title":{"rendered":"Warrant Purchase Agreement &#8211; The Edison Project Inc. and BankBoston NA"},"content":{"rendered":"<pre>                           WARRANT PURCHASE AGREEMENT\n\n         This Agreement dated as of November 25, 1997 is entered into between\nTHE EDISON PROJECT INC., a Delaware corporation (the 'COMPANY') and BANKBOSTON,\nN.A. (the 'PURCHASER').\n\n                                    RECITALS\n\n         A. Seven Hills Charter School, Inc., a Massachusetts Corporation, and\nSeven Hills Charter School, a Massachusetts body corporate formed under Section\n89 of Chapter 71 of the Massachusetts General Laws (together the 'Borrowers'),\nand the Purchaser are entering into a Loan Agreement of even date herewith (as\nthe same may be amended, restated, renewed, replaced, supplemented or otherwise\nmodified from time to time, the 'Loan Agreement'), providing, subject to the\nterms and conditions thereof, for a certain term loan to be made by the\nPurchaser to the Borrowers. Capitalized terms used herein without definition\nhave the meanings assigned to them in the Loan Agreement or in the Warrant (as\ndefined below), as the case may be.\n\n         B. The Company has received, and expects to receive, substantial direct\nand indirect benefits from the Borrowers pursuant to the Loan Agreement which\nbenefits are hereby acknowledged.\n\n         C. It is a condition to the Purchaser's willingness to enter into the\nLoan Agreement and provide to the Borrowers the financing contemplated thereby\nthat the Company shall have issued warrants to the Purchaser, subject to the\nterms hereof.\n\n         D. The Company is willing and has voluntarily and freely agreed to\nissue warrants, as hereinafter provided.\n\n         NOW, THEREFORE, in order to induce the Purchaser to enter into the\naforesaid loan transaction and to make said loan to the Borrowers, and in\nconsideration of the premises and for other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto\nhereby covenant and agree as follows:\n\n         1.       Issuance of Warrant.\n\n         (a) As of the date hereof; the Company will issue to the Purchaser a\nwarrant (the 'WARRANT') to purchase certain shares (the 'WARRANT SHARES') of\nSeries A Common Stock, $.01 par value ('Common Stock'), of the Company (such\nshares of Common Stock subject to the Warrant being in the amount set forth in\nthe Warrant and being subject to adjustment as set forth therein). The form of\nthe Warrant is attached hereto as EXHIBIT A.\n\n         (b) For the purpose of this Agreement, the term 'Warrant Shares' shall\ninclude any additional shares of capital stock of the Company issued to the\nPurchaser in respect of the Warrant Shares upon any stock split, stock dividend,\nrecapitalization, merger or similar event as set forth in the Warrant.\n\n         2. Representations of the Company. Subject to and except as disclosed\nby the Company on EXHIBIT B hereto, the Company hereby represents and warrants\nto the Purchaser as of the date of issuance as follows:\n\n         2.1 Organization and Good Standing. The Company is a corporation duly\norganized, validly existing and in good standing under the laws of State of\nDelaware and has full corporate power and authority to own and lease its\nproperty and to conduct its business as presently conducted and as proposed to\nbe conducted by it and to enter into and perform this Agreement, to carry out\nthe transactions contemplated by this Agreement and to issue, sell and deliver\nthe Warrant and the Warrant Shares. The Company is duly qualified to do business\nas a foreign corporation in each jurisdiction in which the failure so to qualify\ncould have a material adverse effect on its business, properties, prospects or\nfinancial condition. The Company has furnished to the Purchaser true and\ncomplete copies of its Certificate of Incorporation and by-laws, each as amended\nto date and presently in effect.\n\n         2.2      Capitalization.\n\n         (a) As of the date of issuance hereof, the authorized capital stock of\nthe Company consists of (i) 60,000,005 shares of common stock, par value $.01\nper share, of which (A) 6,214,704 shares of Common Stock are validly issued and\noutstanding, fully paid and nonassessable and (B) 129,504 shares of Common Stock\nare subject to issuance upon the exercise of the Warrant, (ii) one share of\nSeries B Common Stock, of which one share is issued and outstanding (iii) one\nshare of Series C Common Stock, of which one share is issued and outstanding,\n(iv) one share of Series D Common Stock, of which one share is issued and\noutstanding, (v) one share of Series E Common Stock, of which one share is\nissued and outstanding, (vi) one share of Series F Common Stock, of which one\nshare is issued and outstanding and (vii) 50,000,000 shares of Preferred Stock,\npar value $.01 per share, of which 36,505,671 shares are issued and outstanding\nand are convertible into 36,505,671 shares of Common Stock, all of which are\nvalidly issued and outstanding, fully paid and nonassessable. An aggregate of\n36,505,671 shares of Common Stock have been duly reserved for issuance upon the\nconversion of the issued and outstanding Preferred Stock. The Company expects\nthat prior to December 31, 1997 an aggregate of 11,000,000 shares of Common\nStock will have been duly reserved for issuance upon the exercise of certain\noptions granted by the Company pursuant to stock option plans and other option\nand warrant agreements.\n\n         (b) Except as described above and as set forth on EXHIBIT C, (i) no\nsubscription, warrant, option, Convertible Security or other right (contingent\nor otherwise) to purchase or\n\n                                      -2-\n\nacquire from the Company any shares of any class of capital stock of the Company\nor any Convertible Security is authorized or outstanding, (ii) there is not any\ncommitment of the Company to issue any shares, warrants, options or other such\nrights or to distribute to holders of any class if its capital stock any\nevidences of indebtedness or assets and (iii) the Company has no obligation\n(contingent or otherwise) to purchase, redeem or otherwise acquire any shares of\nits capital stock or any Convertible Security or any interest therein or to pay\nany dividend or make any other distribution in respect thereof. No holder of any\nwarrant, option or other right to purchase any shares of Common Stock has, by\nvirtue of such warrant, option or other right, the right to receive, participate\nin or otherwise in any manner benefit from any dividends or other distributions\npaid by the Company in cash or property on account of the Common Stock unless\nsuch holder exercises such warrant, option or other right and acquires shares of\nCommon Stock.\n\n         2.3 Stockholder Agreements. Set forth on EXHIBIT C is a true and\ncomplete statement of the number of shares of Common Stock reserved and\navailable as of the Closing Date for issuance to employees, officers and\ndirectors of the Company pursuant to the Company's equity plans. Except as\ncontemplated by this Agreement and EXHIBIT C, there are no agreements, written\nor oral, between the Company and any holder of its capital stock, relating to\nthe acquisition, disposition or voting of the capital stock of the Company.\n\n         2.4 Issuance of Warrant and Warrant Shares: No Original Issue Discount.\n\n         (a) The issuance, sale and delivery of the Warrant in accordance with\nthis Agreement, and the issuance and delivery of the Warrant Shares upon\nexercise of the Warrant, have been duly authorized by all necessary corporate\naction on the part of the Company. The Warrant Shares have been duly and validly\nreserved and, when issued upon exercise of the Warrant, will be duly and validly\nissued, fully paid and nonassessable. When issued, the Warrant Shares will be\nfree from any claims, liens or encumbrances, other than restrictions on transfer\nunder this Agreement and under applicable state and federal securities laws.\n\n         (b) Together, the Loan and the Warrant issued in accordance with this\nAgreement constitute an 'investment unit' for the purposes of Section\n1273(c)(2)(A) of the Code. In accordance with Sections 1273(c)(2)(A) and\n1273(b)(2) of the Code, the issue price of the investment unit is the face\nprincipal amount of the Loan. Allocating that issue price among the Loan and\nWarrant in proportion to their fair market value, as required by Section\n1273(c)(2)(B) of the Code and Treasury Regulation 1.1273-2(h)(1), results in the\nWarrant having an issue price of zero and the Loan having an principal amount of\n$4,047,000. Accordingly, the Company believes that the original issue discount\nthat will accrue on the Warrant is zero.\n\n         2.5 Authority. The execution, delivery and performance by the Company\nof this Agreement and the Warrant have been duly authorized by all necessary\ncorporate action on\n\n                                      -3-\n\nthe part of the Company. This Agreement and the Warrant constitute legal, valid\nand binding obligations of the Company enforceable against the Company in\naccordance with their respective terms, except (i) as limited by applicable\nbankruptcy, insolvency, reorganization, moratorium, and other laws of general\napplication affecting enforcement of creditors' rights generally, and (ii) as\nlimited by laws relating to the availability of specific performance, injunctive\nrelief or other equitable remedies. The execution and delivery of, and\nperformance of the transactions contemplated by, this Agreement and the Warrant,\nand compliance with their provisions by the Company, will not violate any\nprovision of law or regulation and will not conflict with or result in any\nbreach of any of the terms, conditions or provisions of, or constitute a default\nunder, the Company's Certificate of Incorporation or by-laws, each as amended to\ndate and presently in effect, or any indenture, lease, mortgage, agreement or\nother instrument to which the Company is a party or by which it or any of its\nproperties is bound, or any decree, judgment, order, statute, rule or regulation\napplicable to the Company or its properties, or result in the creation or\nimposition of any lien, charge or encumbrance of any nature whatsoever upon any\nof the assets or properties of the Company, where such violation, conflict,\nbreach, default or imposition of a lien, change or encumbrance could have a\nmaterial adverse effect on the Company.\n\n         2.6 Governmental and other Consents. No consent, approval, order or\nauthorization of, or registration, qualification, designation, declaration or\nfiling with, any Governmental Authority or other person or entity is required on\nthe part of the Company in connection with the execution, delivery and\nperformance of this Agreement and the Warrant or the offer, issuance, sale and\ndelivery of the Warrant and the Warrant Shares, except such filings as shall\nhave been made prior to and shall be effective on and as of the Closing Date and\nexcept any notices of sale required to be filed with the Securities and Exchange\nCommission under Regulation D of the Securities Act or such post-closing filings\nas may be required under applicable state securities laws, all which will be\nfiled within applicable periods therefor. Based upon the representations made by\nthe Purchaser in SECTION 3 of this Agreement, the offer and sale of the Warrant\nand the Warrant Shares to the Purchaser will be exempt from the registration\nrequirements of the Securities Act and from the qualification requirements of\nany applicable state securities laws.\n\n         2.7 Disclosures. To the Company's knowledge, neither this Agreement nor\nany exhibit hereto nor any certificate or instrument furnished or to be\nfurnished to the Purchaser or its counsel in connection with the transactions\ncontemplated by this Agreement contains any material misstatement of fact or\nomits to state a material fact necessary to make the statements contained herein\nor therein not misleading. The Company knows of no information or fact which has\nor would have a material adverse effect on the financial condition, business or\nprospects of the Company which has not been disclosed to the Purchaser.\n\n                                       -4-\n\n         3. Representations of the Purchaser. The Purchaser represents and\nwarrants to the Company on the date of issuance and upon exercise of this\nWarrant as follows:\n\n         3.1 Investment. The Purchaser is acquiring the Warrant and the Warrant\nShares for its own account for investment and not with a view to, or for sale in\nconnection with, any distribution thereof, nor with any present intention of\ndistributing or selling the same. The Purchaser understands that the Warrant and\nthe Warrant Shares have not been registered under the Securities Act or\nqualified under any applicable state securities laws in reliance upon exemptions\nfrom such requirements.\n\n         3.2 Authority. The Purchaser has full power and authority to enter into\nand to perform this Agreement in accordance with its terms. The execution,\ndelivery and performance by the Purchaser of this Agreement have been duly\nauthorized by all necessary action on behalf of the Purchaser. This Agreement\nconstitutes the valid and binding obligation of the Purchaser enforceable in\naccordance with its terms.\n\n         3.3 Sophisticated Investor. The Purchaser has not been organized,\nreorganized or recapitalized specifically for the purpose of investing in the\nCompany. The Purchaser has sufficient business and financial knowledge and\nexperience so as to be capable of evaluating the merits and risks of its\ninvestment in the Company.\n\n         3.4 Restricted Securities. The Purchaser acknowledges that the Warrant\nand the Warrant Shares have not been registered under the Securities Act and, as\na result, must be held indefinitely unless they are subsequently registered\nunder the Securities Act or an exemption from such registration is available.\n\n         3.5 Access to Information. The Purchaser has had an opportunity to\ndiscuss the Company's business, management and financial affairs with the\nCompany's management. The Purchaser has also had an opportunity to ask questions\nof officers of the Company, which questions were answered to its satisfaction.\n\n         3.6 Restrictive Legend. Each certificate representing any Warrant or\nany Warrant Shares or other securities issued in respect of the Warrant or the\nWarrant Shares upon a stock split, stock dividend, recapitalization, merger,\nconsolidation or similar event, shall (unless there is in effect a registration\nstatement under the Securities Act covering such proposed transfer, such\nsecurities have been sold under Rule 144 or as otherwise permitted by the\nprovisions of SECTION 4) and be stamped or otherwise imprinted with a legend\nsubstantially in the following form (in addition to any legend required under\napplicable state securities laws):\n\nTHIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE\nSECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND\nMAY NOT BE OFFERED, SOLD OR\n\n                                      -5-\n\nTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION\nTHEREFROM IS AVAILABLE. THE WARRANT SHARES ARE ALSO SUBJECT TO THE PROVISIONS OF\nA CERTAIN WARRANT PURCHASE AGREEMENT DATED AS OF THE DATE HEREOF, INCLUDING\nCERTAIN RESTRICTIONS ON TRANSFER SET FORTH THEREIN. A COMPLETE AND CORRECT COPY\nOF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE\nCOMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE.\n\n         3.7 Confidential Information. The Purchaser will not use or divulge any\nnon-public information provided by or developed for the Purchaser in connection\nwith this Agreement or the Loan Agreement, whether or not this Agreement or the\nLoan Agreement remains in effect, except to the extent that the same is, in the\ngood faith opinion of the Purchaser, compelled by laws, regulations, rules,\norders or legal process or proceedings or is disclosed to: (a) any prospective\nparticipant in or assignee of the Term Loan (as defined in the Loan Agreement)\nwho agrees to preserve the confidentiality of such non-public information to the\nsame extent as provided herein; (b) legal counsel, examiners, auditors and\ndirectors of the Purchaser and examiners, auditors and investigators having\nregulatory authority over the Purchaser; (c) any entity utilizing such\ninformation to rate or classify the Purchaser's debt or equity securities for\nsale to the public or to report to the public concerning the industry of which\nthe Purchaser is a party or (d) any party as, and only to the extent required,\nin connection with the exercise of remedies by the Purchaser after default in\nthe performance of the Company's payment or other material obligations to the\nPurchaser.\n\n         4.1 Restrictions on Transferability. Neither the Warrants nor the\nWarrant Shares shall be transferable except upon the conditions specified in\nthis SECTION 4, which conditions are intended to ensure compliance with the\nprovisions of the Securities Act. The Purchaser will cause any proposed\ntransferee of the Warrants or the Warrant Shares held by the Purchaser to agree\nto take and hold such securities subject to the provisions and upon the\nconditions specified in this SECTION 4 if and to the extent that such securities\ncontinue to be restricted securities in the hands of the transferee.\n\n         4.2 Notice of Proposed Transfers. The holder of each security\nrepresenting any of the Warrants or the Warrant Shares or any other securities\nissued in respect of the Warrants or the Warrant Shares upon a stock split,\nstock dividend, recapitalization, merger, consolidation or similar event, by\nacceptance thereof, agrees to comply in all respects with the provisions of this\nSECTION 4.2. Prior to any proposed transfer of any Restricted Securities (as\ndefined in SECTION 4.3 below), unless there is in effect a registration\nstatement under the Securities Act covering the proposed transfer, the holder\nthereof shall give written notice to the Company of such holder's intention to\neffect such transfer. Each such notice shall describe the manner and\ncircumstances of the proposed transfer. If requested by the Company within a\nreasonable time after receipt of the Purchaser's notice, the Purchaser shall\n\n                                      -6-\n\nfurnish to the Company either (i) an unqualified written opinion of legal\ncounsel who shall be reasonably satisfactory to the Company (it being agreed\nthat in-house counsel to the Purchaser shall be deemed satisfactory to the\nCompany) addressed to the Company and reasonably satisfactory in form and\nsubstance to the Company's counsel, to the effect that the proposed transfer of\nthe Restricted Securities may be effected without registration under the\nSecurities Act, or (ii) a 'no action' letter from the Commission to the effect\nthat the transfer of such securities without registration will not result in a\nrecommendation by the staff of the Commission that action be taken with respect\nthereto, whereupon the holder of such Restricted Securities shall be entitled to\ntransfer such Restricted Securities in accordance with the terms of the notice\ndelivered by the holder to the Company. Notwithstanding the foregoing, no\nopinion of counsel to the Purchaser or 'no action' letter shall be required in\nconnection with a transfer in compliance with Rule 144A under the Securities Act\nnor in connection with any transfer to an affiliate of the Purchaser which\nexecutes and delivers to the Company and the Purchaser a written statement\ncontaining, as to such affiliate, the investment representations and other\nrepresentations set forth in SECTION 3 of this Agreement. Each certificate,\nwarrant or other security evidencing the Restricted Securities transferred as\nabove provided shall bear the appropriate restrictive legend set forth in\nSECTION 3.6, except that such certificate, warrant or other security shall not\nbear such restrictive legend if the securities represented thereby have been\nsold in compliance with Rule 144 or, in the opinion of counsel for the Company,\nsuch legend is not required in order to establish compliance with any provision\nof the Securities Act.\n\n         4.3 Certain Definitions. As used in this Agreement, the following terms\nhave the following respective meanings:\n\n         'Commission' means the Securities and Exchange Commission or any other\nfederal agency at the time administering the Securities Act.\n\n         'Exchange Act' means the Securities Exchange Act of 1934, as amended,\nor any similar federal statute and the rules and regulations of the Commission\nthereunder, all as the same shall be in effect at the time.\n\n         'Holder' means the Purchaser and any holder of any of the Warrants or\nof any Registrable Securities (as hereinafter defined) to whom the rights\ngranted under this SECTION 4 are transferred as permitted by this Agreement.\n\n         The terms 'register', 'registered' and 'registration' refer to a\nregistration for a public offering and sale of securities of the Company\neffected by preparing and filing a registration statement in compliance with the\nSecurities Act and applicable rules and regulations thereunder, and the\ndeclaration or ordering of the effectiveness of such registration statement.\n\n                                      -7-\n\n         'Registrable Securities' means the Warrant Shares and any shares of\ncapital stock issued in respect of such securities upon any stock split, stock\ndividend, recapitalization or similar event; provided, however, that Registrable\nSecurities shall not include any shares of Common Stock which have previously\nbeen registered or sold to the public. For the purpose of this SECTION 4, the\nterm 'Registrable Securities' shall also mean shares of Common Stock of the\nCompany which may be issued pursuant to and upon exercise of the Warrants.\n\n         'Restricted Securities' refers collectively to the securities of the\nCompany required to bear the legend set forth in SECTION 3.6 hereof.\n\n         'Securities Act' means the Securities Act of 1933, as amended, or any\nsimilar federal statute and the rules and regulations of the Commission\nthereunder, all as the same shall be in effect at the time.\n\n         4.4 Piggy-Bank Registration Rights. Upon exercise of the Warrant, the\nPurchaser shall be entitled to 'piggy-back' registration rights granted to other\nholders of Common Stock, as set forth in the terms and provisions of ANNEX I\nhereto, provided, that in the event that the number of shares to be included in\na Registration Statement (as defined in ANNEX I) filed for an underwritten\npublic offering is limited by the lead managing underwriter, Warrant Shares may\nnot be included in such offering unless all Shares (as defined in ANNEX I)\ndesired by Shareholders (as defined in ANNEX I) to be included therein have been\nso included, and in the event the Warrant Shares are to be included, they shall\nbe included on a pro rata basis based on the number of shares the holders of\nwhich are similarly situated (including, without limitation, warrantholders\nwhich provide financing to charter school partners of the Company).\n\n         4.5 Rule 144 and Rule 144A Requirements. With a view to making\navailable the benefits of certain rules and regulations of the Commission which\nmay permit the sale of the Restricted Securities to the public without\nregistration, the Company agrees to:\n\n         (a) At all times when the Company's Common Stock is publicly traded,\nuse its reasonable efforts at all times to make and keep public information\navailable as those terms are understood and defined in Rule 144 under the\nSecurities Act;\n\n         (b) At all times when the Company's Common Stock is publicly traded,\nuse its reasonable efforts to file with the Commission in a timely manner all\nreports and other documents required of the Company under the Securities Act and\nthe Exchange Act at any time during which it is subject to such reporting\nrequirements;\n\n         (c) At all times when the Company's Common Stock is publicly traded, so\nlong as a Holder owns any Restricted Securities, furnish to the Holder forthwith\nupon request a written statement by the Company as to its compliance with the\nreporting requirements of\n\n                                      -8-\n\nRule 144 and of the Securities Act and the Exchange Act (at any time during\nwhich it is subject to such reporting requirements), a copy of the most recent\nannual or quarterly report of the Company, and such other reports and documents\nso filed as a Holder may reasonably request in availing itself of any rule or\nregulation of the Commission allowing a Holder to sell any such securities\nwithout registration; and\n\n         (d) Make available to each Holder and to any prospective purchaser of\nRegistrable Securities designated by a Holder, the information required by Rule\n144A under the Securities Act.\n\n         4.6 Transfer of Registration Rights. The rights to cause the Company to\nregister Registrable Securities under this SECTION 4 may be assigned by any\nHolder to one or more transferees or assignees of Registrable Securities\nconstituting at least 30% of the Registrable Securities; provided, however, that\nthe Company is given written notice at the time of or within a reasonable time\nafter said transfer, stating the name and address of said transferees or\nassignees and identifying the securities with respect to which such registration\nrights are being assigned; and, provided further that the transferees or\nassignees of such rights assume the obligations of such Holder under this\nSECTION 4 and are not competitors of the Company or its Affiliates. All\ntransfers of Registrable Securities shall be made in compliance with applicable\nstate and federal securities laws. Notwithstanding the foregoing, any Holder may\nassign its rights under this SECTION 4 to any one or more transferees or\nassignees of all or any part of the Registrable Securities if such transferee or\nassignee is an 'affiliate' of the Holder, as that term is defined in Rule 144\nunder the Securities Act.\n\n         4.7 'Market Stand-off' Agreement. Except for sales or transfers\npursuant to an effective registration statement or to persons who agree to be\nsimilarly bound, each Holder agrees, if requested by the Company and the\nunderwriter of Common Stock (or other securities) of the Company, not to sell or\notherwise transfer or dispose of any Common Stock (or other securities) of the\nCompany held by it during the 120 day (or such longer period as may be requested\nby the Company's underwriters and imposed upon holders similarly situated to the\nPurchaser) period following the effective date of any registration statement of\nthe Company filed under the Securities Act with respect to any underwritten\npublic offering of securities by the Company, provided that all holders of\nsecurities issued by the Company, including officers and directors of the\nCompany, shall enter into similar agreements. Such agreement shall be in writing\nin a form satisfactory to the Company and such underwriter. The Company may\nimpose stop-transfer instructions with respect to the securities subject to the\nforegoing restrictions until the end of said 120-day (or longer) period.\n\n         5. Successors and Assigns. The provisions of this Agreement shall be\nbinding upon, and inure to the benefit of, the respective successors and assigns\nof the parties hereto.\n\n                                      -9-\n\n         6. Survival of Representations and Warranties. All agreements,\ncovenants, representations and warranties contained herein shall survive the\nexecution and delivery of this Agreement and the closing of the transactions\ncontemplated hereby.\n\n         7. Notices. All notices, requests, consents, and other communications\nunder this Agreement shall be in writing and shall be delivered by hand, prepaid\novernight courier, or mailed by first class, certified or registered mail,\nreturn receipt requested, postage prepaid or sent by facsimile:\n\n         If to the Company, at\n\n                  The Edison Project Inc.\n                  521 Fifth Avenue\n                  16th Floor\n                  New York, New York 10175\n                  Attention:  Chief Financial Officer\n                  Facsimile No.: (212) 309-1604\n\n                  and\n\n                  The Edison Project L.P.\n                  366 NationsBank Center\n                  550 Main Street\n                  Knoxville, Tennessee 37902\n                  Attention:  Laura Eshbaugh\n                  Facsimile No.: (423) 546-1090\n\n         with a copy (which shall not constitute notice) to:\n\n                  Cadwalader, Wickersham &amp; Taft\n                  100 Maiden Lane\n                  New York, New York 10038\n                  Attention:  John F. Fritts, Esq.\n                  Facsimile No.: (212) 504-6666\n\nor at such other address or addresses, or facsimile number(s) as may be\nfurnished in writing by the Company to the Purchaser.\n\n                                      -10-\n\n         If to the Purchaser, at\n\n                  BankBoston, N.A.\n                  100 Federal Street\n                  Boston, MA 02110\n                  Attention:  Mr. Steven M. Nocka, Assistant Vice President\n                  Facsimile No.: (617) 434-3552\n\n         with a copy (which shall not constitute notice) to:\n\n                  Elizabeth H. Munnell, Esq.\n                  Edwards &amp; Angell\n                  101 Federal Street\n                  Boston, MA 02110\n                  Facsimile No.: (617) 439-4170\n\nor at such other address or addresses, or facsimile number(s) as may be\nfurnished in writing to the parties.\n\n         Notices provided in accordance with this SECTION 7 shall be deemed\ndelivered upon physical delivery or upon delivery by facsimile transmission.\n\n         8. Brokers. Each of the Company and the Purchaser (i) represents and\nwarrants that it has retained no finder or broker or taken any other action\nresulting in the payment of any brokerage fee or sales commission in connection\nwith the transactions contemplated by this Agreement, and (ii) will indemnify\nand save the other harmless from and against any and all claims, liabilities or\nobligations with respect to brokerage or finders fees or commissions, or\nconsulting fees in connection with the transactions contemplated by this\nAgreement asserted by any person on the basis of any statement or representation\nalleged to have been made by such indemnifying party.\n\n         9. Entire Agreement. This Agreement, the Warrant, the Loan Agreement,\nthe Loan Documents (as defined in the Loan Agreement) and the exhibits and\nschedules hereto and thereto embody the entire agreement and understanding\nbetween the parties hereto with respect to the subject matter hereof and\nsupersede all prior agreements and understandings relating to such subject\nmatter. The provisions of this Agreement are not limited by, nor in limitation\nof, any additional or differing provisions in the Loan Agreement or any of the\nother Loan Documents, but all agreements between the Company and the Purchaser\nare to be given full effect in accordance with their respective terms. This\nAgreement and the Warrant will remain in effect and will not be affected by any\namendment, modification, termination, expiration and\/or demand for payment made\nat any time hereafter with respect to the term loan described in the Loan\nAgreement.\n\n                                      -11-\n\n         10. Amendments and Waivers. No term, condition or covenant of this\nAgreement may be amended or waived (either generally or in a particular instance\nand either retroactively or prospectively), without the prior written consent of\nthe Company and the Purchaser. No waivers of or exceptions to any term,\ncondition or provision of this Agreement, in any one or more instances, shall be\ndeemed to be, or construed as, a further or continuing waiver of any such term,\ncondition or provision.\n\n         11. Counterparts. This Agreement may be executed in several\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n         12. Headings. The headings of the sections, subsections, and paragraphs\nof this Agreement have been added for convenience only and shall not be deemed\nto be a part of this Agreement.\n\n         13. Severability. The invalidity or unenforceability of any provision\nof this Agreement shall not affect the validity or enforceability of any other\nprovision.\n\n         14. Governing Law. This Agreement shall be governed by and construed in\naccordance with the internal laws of the State of Delaware, without regard for\nits principles of conflicts of laws.\n\n         15. Satisfaction Requirement. If any agreement, certificate or other\nwriting, or any action taken or to be taken by the Company, is by the terms of\nthis Agreement required to be satisfactory to the Purchaser, the determination\nof such satisfaction shall be made by and the Purchaser in its sole and\nexclusive reasonable judgment (exercised in good faith).\n\n         16. Tax Returns. None of the parties will take any position in its tax\nreturns or otherwise that is inconsistent with SECTION 2.4(B) of this Agreement.\n\n         17. WAIVER OF JURY TRIAL. THE COMPANY AGREES THAT NEITHER IT NOR ANY\nASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,\nCOUNTERCLAIM OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT,\nOR THE WARRANT, OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE COMPANY AND THE\nPURCHASER, OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN\nWHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS\nSECTION HAVE BEEN FULLY DISCUSSED BY THE COMPANY AND THE PURCHASER, AND THESE\nPROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. THE COMPANY AND THE PURCHASER HAVE\nNOT AGREED\n\n                                      -12-\n\nWITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT\nBE FULLY ENFORCED IN ALL INSTANCES.\n\n\n         18. CONSENT TO JURISDICTION. THE COMPANY HEREBY SUBMITS TO THE\nJURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES\nDISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS WELL AS TO THE\nJURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER REVIEW\nSOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER\nPROCEEDING ARISING OUT OF ANY OF THE COMPANY'S OBLIGATIONS UNDER OR WITH RESPECT\nTO THIS AGREEMENT, THE WARRANT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR\nTHEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN\nANY OF SUCH COURTS.\n\n\n                                      -13-\n\n\n         Executed, as an instrument under seal, as of the day and year first\nabove written.\n\nWITNESS                                          COMPANY:\n\n                                                 THE EDISON PROJECT INC.\n\n\n\/s\/ Vicki Mayfield                      By:      \/s\/ Laura Eshbaugh\n                                                 Laura Eshbaugh, President\n\n                                                 PURCHASER:\n\n                                                 BANKBOSTON, N.A.\n\n                                                 By:   \/s\/ D. Eliot Klein\n                                                       D. Eliot Klein, Director\n\n\n\n                                                 By:   \/s\/ Steven N. Nocka\n                                                       Steven N. Nocka\n                                                       Assistant Vice President\n\n\n                                      -14-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6851,7412],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9560,9572],"class_list":["post-41372","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bankboston-corp","corporate_contracts_companies-edison-schools-inc","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41372","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41372"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41372"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41372"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41372"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}