{"id":42503,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-agreement-the-edison-partnership-lp-and-wsi-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-agreement-the-edison-partnership-lp-and-wsi-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/management-agreement-the-edison-partnership-lp-and-wsi-inc.html","title":{"rendered":"Management Agreement &#8211; The Edison Partnership LP and WSI Inc."},"content":{"rendered":"<pre>                              MANAGEMENT AGREEMENT\n\n                  MANAGEMENT AGREEMENT (the 'Agreement') dated as of March 14,\n1995 between The Edison Partnership L.P. (the 'Company') and WSI Inc. ('WSI').\n\n                  WHEREAS, WSI is the founding partner of the Company and its\npresident, H. Christopher Whittle ('Whittle'), is the 'Founder' of the Company;\nand\n\n                  WHEREAS, the Company recognizes that Whittle and other WSI\npersonnel possess special knowledge and expertise with respect to the Company's\nbusiness which knowledge and expertise is vital to the Company in connection\nwith the growth of its business; and\n\n                  WHEREAS, the Company desires to ensure to itself the\navailability of Whittle's and other WSI personnel's knowledge and expertise; and\n\n                  WHEREAS, Whittle and WSI desire to provide the services\ndescribed herein to the Company on the terms and conditions provided herein.\n\n                  NOW, THEREFORE, the parties hereto do hereby agree as follows:\n\n                  1. Term. Unless this Agreement is earlier terminated as\nprovided herein, the term of this Agreement shall commence on March 15, 1995 and\nexpire on March 15, 2000 (the 'Initial Term'). The Initial Term shall\nautomatically renew for successive two year terms (each a 'Renewal Term') unless\nWSI shall have given the Company notice of its intention not to renew this\nAgreement at least 12 months before the commencement of any Renewal Term.\n\n                  2. Services. (a) During the Initial Term and any Renewal Term,\nWSI shall cause Whittle to and Whittle shall, pursuant to the direction of the\nBoard of Directors (which for all purposes of this Agreement shall include\nmembers of the Board appointed by WSI), have the power, duty and right to (i)\nalong with the Company's chief executive officer, act as the Company's\nco-spokesperson, (ii) coordinate the strategic planning and capital formation\nefforts of the Company, (iii) sit on the Company's management committee (or any\ncommittee exercising similar authority) and attend any meeting thereof, and (iv)\nperform any and all other duties or services for the Company as may be assigned\nby the Board of Directors in order to implement and further the goals of the\nCompany and the Company's business plans as approved by the Board of Directors.\nWhittle shall report directly to the Board of Directors. Whittle shall cause WSI\npersonnel to assist Whittle in accordance with his instructions in performing\nthe services to be performed by WSI or Whittle under this Agreement.\n\n                  (b) Whittle will perform services for the Company under this\nAgreement during no more than 50% of his normal working time. Whittle and the\nCompany agree to schedule Whittle's time giving due regard to the needs of the\nCompany and other business demands on Whittle's time. Whittle shall undertake\nreasonable travel to such locations and for such reasonable periods of time as\nshall be required to perform the services hereunder provided that travel shall\nbe scheduled with reasonable regard to the other business demands on Whittle's\ntime. For the purposes of determining the amount of time spent by Whittle under\nthis Agreement,\n\n                                       -2-\n\nany travel time shall be considered time during which services are being\nperformed under this Agreement.\n\n                  (c) During the Initial Term and any Renewal Term, Whittle and\nany other WSI personnel who perform services on behalf of the Company will be\ncovered by the Company's standard benefits plans for personnel at the same level\nas such WSI personnel, a current schedule of which is attached.\n\n                  (d) During the term of this Agreement and for one year after\nthe termination of such employment for any reason, Whittle will not, and will\nnot cause or permit WSI to, engage in or participate as an executive officer,\nemployee, director, agent, consultant, representative, stockholder, or partner,\nor have any financial interest, in any business which 'competes' with the\nCompany, any subsidiary of the Company or any successor to the business of the\nCompany. For the purposes hereof, a 'competing' business shall mean any business\nwhich directly competes with any of the businesses of the Company as such\nbusinesses shall exist during the term of this Agreement (for example, the\nbusiness of managing public and private schools for profit or the sale of school\nmanagement or student assessment systems such as 'The Edison Common' would be\nconsidered to directly compete, but a 'competing' business would not include the\nbusiness of developing for, marketing to or implementing in schools electronic\ncurriculum services or technology delivery systems for such services, or the\nfulfillment of Whittle's obligations under the Retention Agreement dated August\n17, 1994, between Whittle and WEN Acquisition Corp., as amended, so long as the\nactivities do not violate the confidentiality\n\n                                       -3-\n\nprovisions of this Agreement). Ownership by Whittle or WSI of publicly traded\nstock of any corporation conducting any such business shall not be deemed a\nviolation of the preceding two sentences provided Whittle or WSI does not own\nmore than three percent (3%) of the stock of any such corporation. Additionally,\nWhittle will not and will not cause or permit WSI to directly or indirectly\nsolicit the employment or other services of any executive employee of the\nCompany during and for a period of one year after this Agreement is terminated.\n\n                  3. Management Fee and Expenses. (a) The Company shall pay WSI\nfor the services performed by Whittle and other WSI personnel under this\nAgreement a fee at the annual rate of $275,000 (the 'Management Fee'). The\nManagement Fee shall be paid in equal monthly installments of $22,916.67 payable\nin arrears on the fifteenth day of each calendar month during the Initial Term\nand any Renewal Term, provided that until July 1, 1996, $12,500.00 of each\nmonthly installment shall accrue and be paid on the closing by the Company of an\ninitial public offering, with interest at the rate of 7% per annum compounded\n[quarterly] from the respective dates accrued until paid, and provided further\nthat the Management Fee for periods after July 1, 1996 shall continue to accrue\nand be paid as provided above if the conditions precedent to the Round Three\nclosing set forth in section 5(c) of the Subscription Agreement dated as of\nMarch 14, 1995 among the Company and the other parties listed therein have not\nbeen met.\n\n                  (b) The Management Fee shall cover all expenses incurred by\nWhittle and other WSI personnel in performing services under this Agreement,\n\n                                       -4-\n\nincluding, without limitation, all reasonable travel and\/or entertainment\nexpenses in connection with the performance of services hereunder, provided that\nif the Company specifically requests that Whittle or other WSl personnel travel\nand\/or entertain on behalf of the Company, the Company shall reimburse, in\naccordance with the policies of the Company as in effect from time to time, WSI\nfor such expenses related to such travel and\/or entertainment.\n\n                  (c) The Company shall provide Whittle with a suitable office\nat its principal office.\n\n                  4. Independence. WSI and Whittle acknowledge and agree that\nnone of WSI, Whittle or other WSI personnel performing services under this\nAgreement is an employee of the Company.\n\n                  5. Confidential Information. In connection with the provision\nof services under this Agreement, Whittle will and will cause WSI personnel to\nmaintain all Company proprietary information in confidence and not to divulge\nany such information whether or not this Agreement remains in effect, except as\nmay be required by law or as Whittle or WSI personnel acting on Whittle's\ninstructions deem advisable in connection with the provision of services under\nthis Agreement, provided, that this provision shall not affect any of WSI's\nrights (or Whittle's rights as WSI's controlling shareholder) or the Company's\nobligations under the Company's Amended and Restated Agreement of Limited\nPartnership dated as of March 14, 1995, and, further, provided, that Whittle and\nWSI personnel shall take reasonable efforts (including the instruction of\npersons or entities to which information is\n\n                                       -5-\n\ndisclosed pursuant to this paragraph) to ensure that persons and entities to\nwhom the Company's proprietary information is disclosed keep such information\nconfidential.\n\n                  6. Termination. (a) Death. If Whittle shall die while this\nAgreement remains in effect, the Company's obligation to pay the Management Fee\nfor any period after the date of death shall terminate automatically, provided,\nhowever, that the Company shall pay to WSI the amount of $22,916.67 plus any\namounts owed to WSI for reimbursement of any expenses properly reimbursable\nunder this Agreement and not yet reimbursed. Any Management Fee payments then\naccrued and unpaid will be paid as provided in paragraph 3(a) above.\n\n                  (b) Disability. The Company may terminate its obligation to\nmake Management Fee payments for any period after the date of termination, by\nnotice to WSI, in the event Whittle is unable to provide services to the Company\nunder this Agreement for a period of 90 consecutive days during the Initial Term\nor any Renewal Term because of physical or mental disability (as determined by a\nreasonably selected independent medical doctor), provided that with such notice\nthe Company pays to WSI the amount of $22,916.67 plus any amounts owed to WSI\nfor reimbursement of any expenses properly reimbursable under this Agreement and\nnot yet reimbursed. Any Management Fee payments then accrued and unpaid will be\npaid as provided in paragraph 3(a) above.\n\n                  (c) Termination. Either the Company or WSI may terminate this\nAgreement by written notice to the other and upon the effective date of such\ntermination neither party shall have any further rights or obligations under\nthis\n\n                                       -6-\n\nAgreement, provided that (i) in the event either party terminates this Agreement\nWSI shall be entitled to (a) reimbursement for any expenses properly\nreimbursable under this Agreement and not yet reimbursed and (b) any Management\nFee then earned and unpaid (which Management Fee will be paid as provided in\nparagraph 3(a) above) and provided further that (ii) in the event the Company\nterminates this Agreement WSI shall be additionally entitled to the Management\nFee through the later of July 1, 1996, or six months following the effective\ndate of termination (which Management Fee will be paid as provided in paragraph\n3(a) above).\n\n                  7. Option. (a) The Company hereby grants to WSI (or its\nassignee) two options (each an 'Option', and together the 'Options') to purchase\nadditional Partnership Interests in the Company. Under the first Option, WSI (or\nits assignee) has the right to purchase a Partnership Interest with a 5.714286%\nPercentage Interest in the Company for $10,000,000 and under the second Option\nWSI (or its assignee) has the right to purchase a Partnership Interest with a\n5.405405% Percentage Interest in the Company for $20,000,000. WSl may purchase\nall or a portion of the Percentage Interest specified in the previous sentence\nwith respect to each Option. In the event WSI elects in either case to purchase\nonly a portion of such Percentage Interest, the purchase price shall be the\nportion of the purchase price for the entire Percentage Interest that the\nportion purchased is of the entire Interest purchasable. In the case of each\nOption, the Percentage Interest is determined based upon the assumption that all\noptions granted or reserved by the Company as part of the Company's Management\nOption Plan are exercised on or prior to the exercise of the Option.\n\n                                       -7-\n\nFurther, the Percentage Interests of the Options are based upon the Percentage\nInterests of Partners outstanding immediately following the Round One Closing\nDate and are subject to dilution and other adjustments in the same manner as the\nPercentage Interests of Partnership Interests outstanding immediately following\nthe Round One Closing Date. Finally, the Percentage Interest of the first Option\nassumes that the second Option has not been exercised (in whole or in part) at\nthe time that the first Option is exercised, and the Percentage Interest of the\nsecond Option assumes that the first Option has been exercised in full at the\ntime that the second Option is exercised. In other words, the Percentage\nInterests of the Options are computed as though the Company had 1,250,000 shares\nof Partnership Interests outstanding immediately following the Round One Closing\nDate, that options with respect to 400,000 shares of Partnership Interests will\nbe granted under the Management Option Program and that each of the Options\nhereby granted is for the purchase of 100,000 shares of Partnership Interests.\nThe Options shall survive termination of this Agreement for any reason. Each\nOption shall vest 50% on the date of this Agreement and the remaining 50% shall\nvest 10% per year on the last day of each of the next five succeeding fiscal\nyears of the Company until fully vested, provided, however, that no further\nvesting will occur after a termination of this Agreement. In the event of\nWhittle's death or disability or the termination of this Agreement under\nparagraph 6(c) above, a pro rata portion of the Options which would have vested\nat the end of the fiscal year in which such death, disability or termination\noccurred shall vest upon Whittle's death, the termination date specified\n\n                                       -8-\n\nin the notice of disability or such termination, as the case may be, based on\nthe number of days from the first day of such fiscal year to the date of death,\ndisability or termination, as the case may be. The Company may redeem each\nOption or any portion thereof in connection with a financing transaction or\ncapital restructuring pursuant to which the Company is redeeming options or\nequity issued under the Company's Management Option Plan as in effect from time\nto time, provided the Company shall redeem the Options or any portion thereof on\nthe same relative terms as the Company redeems such management options. Upon any\ncapital transaction or reorganization of the Company (including the conversion\nof the Company to a corporation) or the Company's business or any amendment of\nthe Company's Partnership Agreement, the Partnership Interest subject to each\nOption shall be adjusted so that WSI shall thereafter be entitled to receive,\nupon exercise of the Option, the Partnership Interest or shares or other equity\ninterest or entitlement that WSI would have owned or have been entitled to\nreceive after the occurrence of such event had such option been exercised\nimmediately prior to the occurrence of such event, with the Option as so revised\nto be subject to adjustment, if the Company is then incorporated, appropriately\nto reflect stock splits, stock dividends, combinations, and sales of all or\nsubstantially all the assets of the Company and, if the Company is then a\npartnership, with the Interest subject to dilution in the same manner as the\nPercentage Interests of Partnership Interests outstanding following such event.\nAny registration rights which accrue to WSI (or its assignees) with respect to\nany equity interests in the Company (or its successor) shall apply to any equity\nobtained by WSI\n\n                                       -9-\n\n(or its assignees) upon the exercise in whole or in part of either of the\nOptions. In the event of any transaction in which the Company and\/or the\nCompany's business is reorganized as a corporation, such corporation's\nobligations hereunder upon the exercise of the Option shall be to issue common,\nvoting stock of such corporation.\n\n                  (b) WSI may exercise the Options as of the first business day\nof any fiscal year of the Company (or at such other times as may be permitted by\nthe Board of Directors) by on or before such day (a) transferring to the account\ndesignated by the Company immediately available funds in an amount equal to the\nsum of the pro rata portion of the exercise price of the Option corresponding to\nthe to the portion of the Option then exercised and any amounts required to be\nwithheld by the Company and remitted to any taxing authority by reason of the\nexercise of the Option and (b) giving written notice to the Company, provided\nthat (i) the portion of each Option that vests on the date of this Agreement\nshall expire at 5:00 p.m. E.S.T. on the first business day of 2003, (ii) the\nportion of each Option that vests in the Company's 1996, 1997 and 1998 fiscal\nyears shall expire on the business day following the seventh anniversary of the\nvesting of such portion of such Option, and (iii) the portion of each Option\nthat vests in the Company's 1999 and 2000 fiscal years shall expire on the\nbusiness day following the fifth anniversary of the vesting of such portion of\nsuch Option. Upon the exercise of any portion of the Options, the books and\nrecords of the Company shall be appropriately amended to reflect WSI's\nacquisition of the partnership or other equity interest corresponding to the\nportion of the Option then exercised.\n\n                                      -10-\n\n                  8. Assignability, Parties in Interest. None of WSI, Whittle or\nthe Company may assign its or his rights or obligations under this Agreement,\nprovided, however, that the rights and obligations of the Company may be\nassigned, upon notice to WSI, to any entity to which the Company's business is\ntransferred (whether upon incorporation or otherwise) and further provided,\nhowever, that the rights and obligations of the Company under this Agreement\nshall be binding upon and inure to the benefit of the successors and assigns of\nthe Company and their affiliates including any transferee of all or\nsubstantially all of the business of the Company and further provided that WSI\nmay (i) at any time grant to any third party a security interest in all or any\npart of the Options and (ii) sell, assign, transfer or otherwise dispose of any\nvested portion of the Options at any time following the fourth anniversary of\nthe vesting of the portion of the Options to be sold, assigned, transferred or\notherwise disposed of.\n\n                  9. Governing Law. This Agreement shall be governed and\ninterpreted and enforced in accordance with the substantive laws of the State of\nNew York without regard to the conflicts of laws provisions thereof.\n\n                  10. Notices. Any notice required or desired to be served,\ngiven or delivered hereunder shall be in writing, and shall be deemed to have\nbeen validly served, given or delivered (i) five business days after the deposit\nin the United States mails, with proper postage prepaid, whether by air, first\nclass, registered or certified mail, (ii) one business day after being deposited\nwith an overnight courier with all charges prepaid (ii) when delivered, if\nhand-delivered by messenger, or (iv) when\n\n                                      -11-\n\ndispatched by facsimile to the telecopy number provided below, all of which\nshall be properly addressed to the party to be notified and sent to the address\nindicated as follows.\n\n                  If to the Company:   The Edison Project L.P.\n                                       529 Fifth Avenue\n                                       New York, New York 10017\n                                       Attn: Board of Directors\n                                       Telecopy: (212) 309-1604\n\n                  copy to:             Cadwalader, Wickersham &amp; Taft\n                                       100 Maiden Lane\n                                       New York, New York 10038\n                                       Attn: John F. Fritts, Esq.\n                                       Telecopy: (212) 504-6666\n\n                  If to WSI:           WSI Inc.\n                                       c\/o H. Christopher Whittle\n                                       529 Fifth Avenue\n                                       12th Floor\n                                       New York, New York 10017\n                                       Telecopy: (212) 309-1515\n\n                  copy to:             Cadwalader, Wickersham &amp; Taft\n                                       100 Maiden Lane\n                                       New York, New York 10038\n                                       Attn: John F. Fritts, Esq.\n                                       Telecopy: (212) 504-6666\n\nor to such other address as such party may specify to the other in writing in\naccordance with the provisions hereof.\n\n                  11. Miscellaneous. (a) Waiver by either party of a breach of\nany provision of this Agreement by the other party shall not operate or be\nconstrued as a waiver of any subsequent breach by such waiving party.\n\n                                      -12-\n\n                  (b) This instrument contains the entire agreement and\nunderstanding of the parties hereto and may not be changed except by an\nagreement in writing signed by WSI, Whittle and the Company.\n\n                  (c) The captions set forth in this Agreement are used solely\nfor convenience or reference and shall not control or effect the meaning or\ninterpretation of any of the provisions.\n\n                                      -13-\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nthe date first above written.\n\n                                       WSI Inc.\n\n                                       By: \/s\/ H. Christopher Whittle\n                                           ----------------------------------\n                                           H. Christopher Whittle, President\n\n                                       THE EDISON PROJECT, L.P.\n                                       By its general partners:\n                                         WSI, Inc., a general partner\n\n                                         By: \/s\/ H. Christopher Whittle\n                                             ----------------------------------\n                                             H. Christopher Whittle, President\n\n                                         Sprout Edison Project, Inc.,\n                                         a general partner\n\n                                         By: \/s\/ Janet A. Hickey\n                                             ----------------------------------\n                                             Janet A. Hickey, President\n\nACCEPTED AND ACKNOWLEDGED:\n\n\/s\/ H. Christopher Whittle\n-------------------------------------\nH. Christopher Whittle, individually\n\n                                      -14-\n\n                                          As of November 15, 1996\n\n\n\n\n     Reference is made to the Management Agreement (the 'Management Agreement')\ndated as of March 14, 1995, between The Edison Project L.P. (the 'Partnership')\nand WSI Inc. ('WSI'). Capitalized terms used but not defined herein shall have\nthe meanings set forth in the Management Agreement.\n\n     The Partnership hereby acknowledges payment, and WSI hereby acknowledges\nreceipt, of $500,000 (the 'Service Fee') in respect of (i) payment in full of\nthe Partnership's contingent obligation set forth in Section 3(a) of the\nManagement Agreement to pay accrued installments of the Management Fee upon the\nclosing of an initial public offering (the 'Contingent Obligation'), and (ii)\nadditional services provided and expenses incurred by WSI in connection with\nits performance under the Management Agreement.\n\n     Each of WSI and the Partnership agree that Section 3(a) of the Management\nAgreement shall be amended as promptly as practicable to reflect payment of the\nContingent Obligation.\n\n\n                                          WSI INC.\n\n\n                                          By: \/s\/ H. Christopher Whittle\n                                              ---------------------------  \n                                              H. Christopher Whittle, President\n\n\n                                          THE EDISON PROJECT L.P.\n\n                                          By SPROUT EDISON PROJECT, Inc.,\n                                             a General Partner\n\n\n                                          By: \/s\/ Janet A. Hickey\n                                              ---------------------------\n                                              Janet A. Hickey, President\n\n\n\n                     AMENDMENT TO THE MANAGEMENT AGREEMENT\n\n                           DATED AS OF MARCH 14, 1995\n\n                                    BETWEEN\n\n                      THE EDISON PROJECT L.P. AND WSI INC.\n\n\n     The Management Agreement (the 'Agreement') dated as of March 14, 1995\nbetween The Edison Project L.P. (the 'Company') and WSI Inc. ('WSI') is hereby\namended as follows:\n\n1. The WHEREAS clauses of the Agreement are amended to read as follows:\n\n     WHEREAS, WSI was the founding partner of the Company and its president,\nH. Christopher Whittle ('Whittle'), is the 'Founder' and President of the\nCompany; and\n\n     WHEREAS, the Company recognizes that WSI personnel possess special\nknowledge and expertise with respect to the Company's business which knowledge\nand expertise is vital to the Company in connection with the growth of its\nbusiness; and\n\n     WHEREAS, the Company desires to ensure to itself the availability of WSI\npersonnel's knowledge and expertise; and\n\n     WHEREAS, WSI desires to provide the services described herein to the\nCompany on the terms and conditions provided herein.\n\n2. Paragraph 2(a) is amended to read as follows:\n\n     During the Initial Term and any Renewal Term, WSI shall cause its personnel\n     to provide services to the Company in areas in which its personnel have\n     knowledge or expertise upon reasonable request from the Company.\n\n3. Paragraph 2(b) is omitted, and Paragraph 2(c), which is amended to delete the\nwords 'Whittle and any other' before the word 'WSI,' and Paragraph 2(d) shall\nbecome paragraphs 2(b) and 2(c).\n\n4. Paragraph 3 is amended to read in its entirety as follows:\n\n     Management Fees and Expenses. Mutually agreeable fees for any services to\n     be provided by WSI to the Company under this Agreement and any expenses\n     related thereto (the 'Management Fees') shall be specifically reviewed and\n     approved in advance by the Board of Directors of The Edison Project Inc. as\n     part\n\n\n     of the Company's annual budget or a revision thereto.\n\n5. Paragraph 4 is amended to delete the words ', Whittle or other' before the\nword 'personnel.'\n\n6. Paragraph 5 is amended to delete the following words: 'this provision shall\nnot affect any of WSI's rights (or Whittle's rights as WSI's controlling\nshareholder) or the Company's obligations under the Company's Amended and\nRestated Agreement of Limited Partnership dated as of March 14, 1995, and,\nfurther provided, that'.\n\n7. Paragraphs 6(a) and 6(b) are deleted and Paragraph 6(c), which is amended to\ndelete the parenthetical at the end of the paragraph and change the word 'Fee'\nto 'Fees,' becomes Paragraph 6.\n\n8. Paragraph 7(c) is hereby amended by changing the reference to 'paragraph\n6(c)' to 'paragraph 6.'\n\n9. The Edison Project Inc. hereby acknowledges that it is the corporation\nreferred to in Paragraph 7(a) (including, without limitation, in the last\nsentence thereof) and that it will comply with the obligations therein set\nforth.\n\n\n                                       2\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Amendment as of \nMarch 1, 1997.\n\n\n                         WSI Inc.\n\n                         By: \/s\/ H. Christopher Whittle\n                             -------------------------------\n                                 H. Christopher Whittle, President\n\n\n                         THE EDISON PROJECT L.P.\n\n                         By: The Edison Project Inc., general partner\n\n                         By: \/s\/ Laura K. Eshbaugh\n                             -------------------------------\n                                 Laura K. Eshbaugh, President\n\n\n\n                                       3\n\n\n\n                         \n\n                  SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT\n\n                           DATED AS OF MARCH 14, 1995\n\n                                     BETWEEN\n\n                      THE EDISON PROJECT L.P. AND WSI INC.\n\n      The Management Agreement (the 'Agreement') dated as of March 14, 1995\nbetween The Edison Project L.P. (the 'Company') and WSI Inc. ('WSI'), as amended\nby the first amendment thereto dated as of March 1, 1997, is hereby amended by\nreplacing the text in Paragraph 7, which describes two options granted to WSI,\nin its entirety with the following:\n\n            WSI will receive two options to acquire the stock of The Edison\n            Project Inc., which are attached hereto as Exhibit A and Exhibit B.\n\n      IN WITNESS HERETO, the parties hereto have executed this Agreement as of\nDecember 31, 1997.\n\n                                          WSI INC.\n\n                                          By: \/s\/ H. Christopher Whittle\n                                             ---------------------------\n                                          THE EDISON PROJECT L.P.\n\n                                          By:   The Edison Project Inc., general\n                                                partner,\n\n                                          By: \/s\/ Laura Eshbaugh\n                                             -------------------\n                                               Laura Eshbaugh, President\n\nNEITHER THE OPTION GRANTED PURSUANT TO THIS AGREEMENT (OR THE SHARES OF STOCK\nISSUABLE UPON EXERCISE OF SUCH OPTION) HAVE BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED. NEITHER SUCH OPTION OR SHARES MAY BE SOLD, OFFERED FOR\nSALE, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN\nEXEMPTION THEREFROM UNDER SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED\nTHEREUNDER.\n\n                                                  Option Agreement to subscribe\n\nDated: December 30,1997                                      for 850,000 Shares\n\n                     THE EDISON PROJECT INC. A STOCK OPTION\n\n            THIS CERTIFIES that, for value received, WSI Inc. ('Holder') is\nentitled to subscribe for and purchase from The Edison Project Inc., a Delaware\ncorporation (the 'Company'), at a price of $10.00 per share (the 'Exercise\nPrice'), the number of shares of the Company's Series A Common Stock first shown\nabove (as adjusted pursuant to the provisions hereof, the 'Option Shares'). This\nOption is intended to replace and supersede the option originally contained in\nthe Management Agreement dated as of March 14, 1995 between The Edison Project\nL.P. and Holder, as amended as of March 1, 1997 (the 'Management Agreement'), to\nacquire a 5.714286% partnership interest for $10,000,000 and is issued in\nconjunction with the Subscription Agreement, dated as of December 30, 1997, by\nand among the Company, J.P. Morgan Investment Corporation, Sixty Wall Street\nSBIC Fund, L.P., Investor Investments AB and certain Other Investors (as defined\ntherein).\n\n            The Option is subject to the following provisions, terms and\nconditions:\n\n            1.    Vesting: Term: Exercise.\n\n                  (a) The rights of Holder to exercise the Option shall vest as\nfollows: With respect to: (i) 700,000 of the Option Shares, on the date hereof,\nprovided,\n\nthat for the purposes of paragraph 8 hereof, (A) 500,000 of such Option Shares\nshall be deemed to have vested on March 14, 1995, (B) 100,000 of such Option\nShares shall be deemed to have vested on June 30, 1996, and (C) 100,000 of such\nOption Shares shall be deemed to have vested on June 30, 1997; (ii) 100,000 of\nthe Option Shares, on June 30, 1998; and (iii) 50,000 of the Option Shares, on\nJune 30, 1999.\n\n                  (b) The rights of Holder to exercise this Option shall expire\nas follows: With respect to (i) the Option Shares vested on the date hereof, (A)\n500,000 at 5:00 p.m. E.S.T. on the first business day of 2003, (B) 100,000\nshares on the first business day of the Company's 2004 fiscal year, and (C)\n100,000 shares on the first business day of the Company's 2005 fiscal year, (ii)\nthe Option Shares that vest in the Company's 1998 fiscal year, on the business\nday following the seventh anniversary of the vesting of such Option Shares, and\n(iii) the Option Shares that vest in the Company's 1999 and 2000 fiscal years,\non the business day following the fifth anniversary of the vesting of such\nOption Shares. Any date specified in the preceding sentence shall be, an\n'Expiration Date' hereunder.\n\n                  (c) Subject to the preceding paragraphs 1(a) and (b), Holder\nmay exercise this Option, in whole or in part from time to time (but not as to a\nfractional share of the Series A Common Stock) as of the first business day of\nany fiscal year of the Company (or at such other times as may be permitted by\nthe Company's Board of Directors) by on or before such day (i) giving written\nnotice to the Company in the form attached hereto and (ii) transferring to the\naccount designated by the Company immediately available funds in an amount equal\nto aggregate Exercise Price of the\n\nOption Shares in respect of which this Option is then being exercised along with\nany amounts required to be withheld by the Company and remitted to any taxing\nauthority by reason of the exercise of the Option in respect of such Option\nShares.\n\n                  (d) Upon the exercise of any portion of the Option, the books\nand records of the Company shall be appropriately amended to reflect Holder's\nacquisition of the Option Shares then purchased, and certificates representing\nsuch Option Shares shall be delivered to Holder (or its designee(s)) as promptly\nas practicable after such date.\n\n            2. Shares to be Full Paid: Reservation of Shares. The Company\ncovenants and agrees that (a) all Option Shares will, upon issuance, be validly\nissued, fully paid, nonassessable, (b) at all times during the period during\nwhich the Option may be exercised, the Company shall have authorized and\nreserved for the purpose of issue upon the exercise of the Option, a sufficient\nnumber of shares of Series A Common Stock, free from any pre-emptive rights, to\nprovide for the exercise of the Option in full, (c) the Company shall take all\naction necessary to assure that such shares of Series A Common Stock may be so\nissued without violation of any applicable law or regulation, or any\nrequirements of any securities exchange upon which the Series A Common Stock may\nbe listed, provided, however, that the Company shall not be required to register\nthe sale of any shares of Series A Common Stock with the United States\nSecurities and Exchange Commission (the 'SEC') except as specifically provided\nherein.\n\n            3. Adjustment to the Number of Option Shares.\n\n                  (a) Upon any capital transaction, business combination, or\nreorganization (a 'Reorganization') of the Company or the Company's business,\nthe\n\nnumber of Option Shares which may be purchased hereunder and the Exercise Price\nper share shall be adjusted so that Holder shall thereafter be entitled to\nreceive, upon the exercise of the Option, the number of shares or other equity\ninterest or entitlement that Holder would have been entitled to receive upon the\noccurrence of such event had Holder exercised the Option immediately prior to\nthe occurrence of such event, with the number of Option Shares and the Exercise\nPrice per share as so revised to be subject to (i) adjustment appropriately to\nreflect stock splits, stock dividends, combinations and sales of all or\nsubstantially all the assets of the Company and (ii) dilution in the same manner\nas the Series A Common Stock outstanding immediately following such event.\n\n                  (b) The Company may redeem this Option or any portion thereof\nin connection with a financing transaction or capital restructuring pursuant to\nwhich the Company is redeeming options or equity issued under the Company's\nManagement Option Plan, as in effect from time to time, provided, that the\nCompany shall redeem the Option or any portion thereof on the same relative\nterms as the Company redeems such management options.\n\n                  (c) Upon any adjustment required by this Section 3, the\nCompany shall give written notice thereof, by first class mail, postage prepaid,\naddressed to Holder at the address shown on the books of the Company, which\nnotice shall state the increase or decrease, if any, in the number of Option\nShares issuable upon the exercise of the Option, setting forth in reasonable\ndetail the method of calculation and the facts upon which such calculation is\nbased.\n\n                  (d) If at any time: (i) the Company shall declare any dividend\nof cash, stock or property upon or make any other distribution in respect of the\nSeries A\n\nCommon Stock, (ii) the Company shall offer for subscription pro rata to the\nholders of Series A Common Stock any additional shares of stock of any class or\nother securities or rights, (iii) there shall be any Reorganization or (iv)\nthere shall be a voluntary or involuntary dissolution, liquidation or winding up\nof the Company (collectively, 'Dissolution'), then the Company shall give, by\nfirst class mail, postage prepaid, addressed to the Holder at the address shown\non the books of the Company (A) at least 20 days' prior written notice of the\ndate on which the books of the Company shall close or a record shall be taken\nfor such dividend, distribution or subscription rights or for determining rights\nto vote in respect of any such Reorganization or Dissolution, and (B) in the\ncase of any such Reorganization or Dissolution, at least 20 days' prior written\nnotice of the date when the same shall take place. Such notice in accordance\nwith the foregoing clause (A) shall also specify, in the case of any such\ndividend, distribution or subscription rights, the date on which the holders of\nSeries A Common Stock shall be entitled thereto, and such notice in accordance\nwith the foregoing clause (B) shall also specify the date on which the holders\nof Series A Common Stock shall be entitled to exchange their Series A Common\nStock for securities or other property deliverable upon such Reorganization or\nDissolution, as the case may be.\n\n                  (d) If any event occurs as to which, in the good faith opinion\nof the Board of Directors, the other provisions of this paragraph 3 are not\nstrictly applicable, then the Board of Directors shall make an adjustment in the\napplication of such provisions, in accordance with the essential intent and\nprinciples of this paragraph 3, so as to protect such purchase rights, but in no\nevent shall any such adjustment have the effect of increasing the Exercise\nPrice.\n\n            4. Registration. Any registration rights which accrue to Holder (or\nits permitted assignee(s)) with respect to any equity interests in the Company\n(or its successor) shall apply to any equity obtained by Holder (or its\npermitted assignee(s)) upon the exercise in whole or in part of this Option.\n\n            5. Closing of Books. The Company will at no time close its transfer\nbooks against the transfer of the Option or any Option Shares issued or issuable\nupon the exercise of the Option in any manner that interferes with the timely\nexercise of the Option, unless the Company is advised by its counsel that such\nclosing is required by applicable law or the rules of any exchange upon which\nsuch shares of Series A Common Stock are listed, and then only for so long as\nrequired by such law or rules.\n\n            6. Mutilated or Missing Option Agreements. If this Option Agreement\nis mutilated when surrendered to the Company, or the Company receives evidence\nto its reasonable satisfaction of the destruction, loss or theft of this Option\nAgreement, the Company shall issue, without charge, a replacement Option\nAgreement. If requested by the Company, Holder shall supply an indemnity on\ncustomary terms to protect the Company from any loss that it may suffer upon the\nreplacement of this Option Agreement.\n\n            7. No Voting Rights. This Option Agreement shall not entitle Holder,\nas long as the Option is not exercised, to any voting rights or other rights as\na stockholder of the Company.\n\n            8. Parties in Interest: Assignability. Neither Holder or the Company\nmay assign its rights or obligations under this Option, provided, however that\nthe rights and obligations of the Company may be assigned, upon notice to\nHolder, to any entity\n\nto which the Company's business is transferred and further provided, however,\nthat the rights and obligations of the Company under this Option Agreement shall\nbe binding upon and inure to the benefit of the successors and assigns of the\nCompany and their affiliates, including any transferee of all or substantially\nall of the business or assets of the Company and further provided, that Holder\nmay (a) at any time grant to any third party a security interest in all or any\npart of the Option or transfer the Option to an Affiliate (as defined in the\nCompany's Shareholders' Agreement dated December 30, 1997, as amended from time\nto time) and (b) by written notice to the Company in the form attached hereto,\nsell, assign, transfer or otherwise dispose of any vested portion of the Option\nat any time following the fourth anniversary of the vesting of the portion of\nthe Option to be sold, assigned, transferred or otherwise disposed of.\n\n            9. Governing Law. This Option Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York, without regard\nto the conflicts of laws provisions thereof.\n\n      IN WITNESS WHEREOF, each of the Company and Holder has duly executed and\ndelivered this Option Agreement as of the date first set forth above.\n\n                             THE EDISON PROJECT INC.\n\n                                    By: \/s\/ Laura Eshbaugh\n                                        ------------------     \n                                        Name:  Laura Eshbaugh\n                                        Title: President\n\n                                    WSI Inc.\n\n                                    By: \/s\/ H. Christopher Whittle\n                                        --------------------------\n                                        H. Christopher Whittle, President\n \n\n                          FORM OF NOTICE OF EXERCISE\n\n                            ________________, 199__\n\nTo:         THE EDISON PROJECT INC.\n\n            The undersigned, pursuant to the provisions set forth in the Option\nAgreement between the Company and the undersigned dated _________________,\nhereby subscribes for and agrees to purchase _____ shares of the Series A Common\nStock covered by such Option Agreement, and makes payment herewith in full\ntherefor at the price per share provided by such Option Agreement.\n\nDated: ______________, _______\n\nName of Holder: ______________________\n\nBy:   _______________________\n      Name:\n      Title:\n\nAddress:\n\n                              FORM OF ASSIGNMENT\n\n            FOR VALUE RECEIVED the undersigned, _______________________ hereby\nsells, assigns and transfers all of the rights of the undersigned under the\nOption Agreement between The Edison Project Inc. and the undersigned dated\n__________________ with respect to the number of shares of the Series A Common\nStock covered thereby set forth herein below unto:\n\n\n\n      Name of Assignee              Address           Number of Shares\n      ----------------              -------           ----------------\n                                                \n\n\n\n\n\n\n\n\nDated: _______________, ______\n\nName of Holder: _____________________\n\nBy:   _______________________\n      Name:\n      Title:\n\nAddress:    _____________________________\n\n            _____________________________\n\nNEITHER THE OPTION GRANTED PURSUANT TO THIS AGREEMENT (OR THE SHARES OF STOCK\nISSUABLE UPON EXERCISE OF SUCH OPTION) HAVE BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED. NEITHER SUCH OPTION OR SHARES MAY BE SOLD, OFFERED FOR\nSALE, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN\nEXEMPTION THEREFROM UNDER SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED\nTHEREUNDER.\n\n                                                  Option Agreement to subscribe\n\nDated: December 30, 1997                                   for 1,000,000 Shares\n\n\n                     THE EDISON PROJECT INC. B STOCK OPTION\n\n            THIS CERTIFIES that, for value received, WSI Inc. ('Holder') is\nentitled to subscribe for and purchase from The Edison Project Inc., a Delaware\ncorporation (the 'Company'), at a price of $20.00 per share (the 'Exercise\nPrice'), the number of shares of the Company's Series A Common Stock first shown\nabove (as adjusted pursuant to the provisions hereof, the 'Option Shares'). This\nOption is intended to replace and supersede the option originally contained in\nthe Management Agreement dated as of March 14, 1995 between The Edison Project\nL.P. and Holder, as amended as of March 1, 1997 (the 'Management Agreement'), to\nacquire a 5.4054505 % partnership interest for $20,000,000 and is issued in\nconjunction with the Subscription Agreement, dated as of December 30, 1997, by\nand among the Company, J.P. Morgan Investment Corporation, Sixty Wall Street\nSBIC Fund, L.P., Investor Investments AB and certain Other Investors (as defined\ntherein).\n\n            The Option is subject to the following provisions, terms and\nconditions:\n\n            1.    Vesting: Term: Exercise.\n\n                  (a) The rights of Holder to exercise the Option shall vest as\nfollows: With respect to: (i) 700,000 of the Option Shares, on the date hereof,\nprovided, that for the purposes of paragraph 8 hereof, (A) 500,000 of such\nOption Shares shall be deemed to have vested on March 14,1995, (B) 100,000 of\nsuch Option Shares shall be deemed to have vested on June 30, 1996, and (C)\n100,000 of such Option Shares shall be deemed to have vested on June 30, 1997;\n(ii) 100,000 of the Option Shares, on June 30, 1998; (iii) 100,000 of the Option\nShares, on June 30, 1999; and (iv) 100,000 of the Option Shares, on June 30,\n2000.\n\n                  (b) The rights of Holder to exercise this Option shall expire\nas follows: With respect to (i) the Option Shares vested on the date hereof, (A)\n500,000 at 5:00 p.m. E.S.T. on the first business day of 2003, (B) 100,000\nshares on the first business day of the Company's 2004 fiscal year, and (C)\n100,000 shares on the First business day of the Company's 2005 fiscal year, (ii)\nthe Option Shares that vest in the Company's 1998 fiscal year, on the business\nday following the seventh anniversary of the vesting of such Option Shares, and\n(iii) the Option Shares that vest in the Company's 1999 and 2000 fiscal years,\non the business day following the fifth anniversary of the vesting of such\nOption Shares. Any date specified in the preceding sentence shall be, an\n'Expiration Date' hereunder.\n\n                  (c) Subject to the preceding paragraphs 1(a) and (b), Holder\nmay exercise this Option, in whole or in part from time to time (but not as to a\nfractional share of the Series A Common Stock) as of the first business day of\nany fiscal year of the\n\nCompany (or at such other times as may be permitted by the Company's Board of\nDirectors) by on or before such day (i) giving written notice to the Company in\nthe form attached hereto and (ii) transferring to the account designated by the\nCompany immediately available funds in an amount equal to aggregate Exercise\nPrice of the Option Shares in respect of which this Option is then being\nexercised along with any amounts required to be withheld by the Company and\nremitted to any taxing authority by reason of the exercise of the Option in\nrespect of such Option Shares.\n\n                  (d) Upon the exercise of any portion of the Option, the books\nand records of the Company shall be appropriately amended to reflect Holder's\nacquisition of the Option Shares then purchased, and certificates representing\nsuch Option Shares shall be delivered to Holder (or its designee(s)) as promptly\nas practicable after such date.\n\n            2. Shares to be Full Paid; Reservation of Shares. The Company\ncovenants and agrees that (a) all Option Shares will, upon issuance, be validly\nissued, fully paid, nonassessable, (b) at all times during the period during\nwhich the Option may be exercised, the Company shall have authorized and\nreserved for the purpose of issue upon the exercise of the Option, a sufficient\nnumber of shares of Series A Common Stock, free from any pre-emptive rights, to\nprovide for the exercise of the Option in full, (c) the Company shall take all\naction necessary to assure that such shares of Series A Common Stock may be so\nissued without violation of any applicable law or regulation, or any\nrequirements of any securities exchange upon which the Series A Common Stock may\nbe listed, provided, however, that the Company shall not be required to register\nthe\n\nsale of any shares of Series A Common Stock with the United States Securities\nand Exchange Commission (the 'SEC') except as specifically provided herein.\n\n            3.    Adjustment to the Number of Option Shares.\n\n                  (a) Upon any capital transaction, business combination, or\nreorganization (a 'Reorganization') of the Company or the Company's business,\nthe number of Option Shares which may be purchased hereunder and the Exercise\nPrice per share shall be adjusted so that Holder shall thereafter be entitled to\nreceive, upon the exercise of the Option, the number of shares or other equity\ninterest or entitlement that Holder would have been entitled to receive upon the\noccurrence of such event had Holder exercised the Option immediately prior to\nthe occurrence of such evenpound sterling, with the number of Option Shares and\nthe Exercise Price per share as so revised to be subject to (i) adjustment\nappropriately to reflect stock splits, stock dividends, combinations and sales\nof all or substantially all the assets of the Company and (ii) dilution in the\nsame manner as the Series A Common Stock outstanding immediately following such\nevent.\n\n                  (b) The Company may redeem this Option or any portion thereof\nin connection with a financing transaction or capital restructuring pursuant to\nwhich the Company is redeeming options or equity issued under the Company's\nManagement Option Plan, as in effect from time to time, provided, that the\nCompany shall redeem the Option or any portion thereof on the same relative\nterms as the Company redeems such management options.\n\n                  (c) Upon any adjustment required by this Section 3' the\nCompany shall give written notice thereof, by first class mail, postage prepaid,\naddressed to Holder at the address shown on the books of the Company, which\nnotice shall state the increase\n\nor decrease, if any, in the number of Option Shares issuable upon the exercise\nof the Option, setting forth in reasonable detail the method of calculation and\nthe facts upon which such calculation is based.\n\n                  (d) If at any time: (i) the Company shall declare any dividend\nof cash, stock or property upon or make any other distribution in respect of the\nSeries A Common Stock, (ii) the Company shall offer for subscription pro rata to\nthe holders of Series A Common Stock any additional shares of stock of any class\nor other securities or rights, (iii) there shall be any Reorganization, or (iv)\nthere shall be a voluntary or involuntary dissolution, liquidation or winding up\nof the Company (collectively, 'Dissolution'), then the Company shall give, by\nfirst class mail, postage prepaid, addressed to the Holder at the address shown\non the books of the Company (A) at least 20 days' prior written notice of the\ndate on which the books of the Company shall close or a record shall be taken\nfor such dividend, distribution or subscription rights or for determining rights\nto vote in respect of any such Reorganization or Dissolution, and (B) in the\ncase of any such Reorganization or Dissolution, at least 20 days' prior written\nnotice of the date when the same shall take place. Such notice in accordance\nwith the foregoing clause (A) shall also specify, in the case of any such\ndividend, distribution or subscription rights, the date on which the holders of\nSeries A Common Stock shall be entitled thereto, and such notice in accordance\nwith the foregoing clause (B) shall also specify the date on which the holders\nof Series A Common Stock shall be entitled to exchange their Series A Common\nStock for securities or other property deliverable upon such Reorganization or\nDissolution, as the case may be.\n\n                  (d) If any event occurs as to which, in the good faith opinion\nof the Board of Directors, the other provisions of this paragraph 3 are not\nstrictly applicable, then the Board of Directors shall make an adjustment in the\napplication of such provisions, in accordance with the essential intent and\nprinciples of this paragraph 3' so as to protect such purchase rights, but in no\nevent shall any such adjustment have the effect of increasing the Exercise\nPrice.\n\n            4. Registration. Any registration rights which accrue to Holder (or\nits permitted assignee(s)) with respect to any equity interests in the Company\n(or its successor) shall apply to any equity obtained by Holder (or its\npermitted assignee(s)) upon the exercise in whole or in part of this Option.\n\n            5. Closing of Books. The Company will at no time close its transfer\nbooks against the transfer of the Option or any Option Shares issued or issuable\nupon the exercise of the Option in any manner that interferes with the timely\nexercise of the Option, unless the Company is advised by its counsel that such\nclosing is required by applicable law or the rules of any exchange upon which\nsuch shares of Series A Common Stock are listed, and then only for so long as\nrequired by such law or rules.\n\n            6. Mutilated or Missing Option Agreements. If this Option Agreement\nis mutilated when surrendered to the Company, or the Company receives evidence\nto its reasonable satisfaction of the destruction, loss or theft of this Option\nAgreement, the Company shall issue, without charge, a replacement Option\nAgreement. If requested by the Company, Holder shall supply an indemnity on\ncustomary terms to protect the Company from any loss that it may suffer upon the\nreplacement of this Option Agreement.\n\n            7. No Voting Rights. This Option Agreement shall not entitle Holder,\nas long as the Option is not exercised, to any voting rights or other rights as\na stockholder of the Company.\n\n            8. Parties in Interest; Assignability. Neither Holder or the Company\nmay assign its rights or obligations under this Option, provided, however that\nthe rights and obligations of the Company may be assigned, upon notice to\nHolder, to any entity to which the Company's business is transferred and further\nprovided, however, that the rights and obligations of the Company under this\nOption Agreement shall be binding upon and inure to the benefit of the\nsuccessors and assigns of the Company and their affiliates, including any\ntransferee of all or substantially all of the business or assets of the Company\nand further provided, that Holder may (a) at any time grant to any third party a\nsecurity interest in all or any part of the Option or transfer the Option to an\nAffiliate (as defined in the Company's Shareholders' Agreement dated December\n30, 1997, as amended from time to time) and (b) by written notice to the Company\nin the form attached hereto, sell, assign, transfer or otherwise dispose of any\nvested portion of the Option at any time following the fourth anniversary of the\nvesting of the portion of the Option to be sold, assigned, transferred or\notherwise disposed of.\n\n            9. Governing Law. This Option Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York, without regard\nto the conflicts of laws provisions thereof.\n\n      IN WITNESS WHEREOF, each of the Company and Holder has duly executed and\ndelivered this Option Agreement as of the date first set forth above.\n\n                                    THE EDISON PROJECT INC.\n\n                                    By:   \/s\/ Laura Eshbaugh\n                                         -------------------\n                                          Name:  Laura Eshbaugh      \n                                          Title: President\n\n                                    WSI Inc.\n\n                                    By:   \/s\/ H. Christopher Whittle\n                                          --------------------------\n                                          H. Christopher Whittle, President\n\n                          FORM OF NOTICE OF EXERCISE\n\n                          ____________________, 199__\n\nTo:         THE EDISON PROJECT INC.\n\n            The undersigned, pursuant to the provisions set forth in the Option\nAgreement between the Company and the undersigned dated __________________,\nhereby subscribes for and agrees to purchase _____ shares of the Series A Common\nStock covered by such Option Agreement, and makes payment herewith in full\ntherefor at the price per share provided by such Option Agreement.\n\nDated: _______________, ______\n\nName of Holder: _____________________\n\nBy:   ________________________\n      Name:\n      Title:\n\n\nAddress:\n\n                              FORM OF ASSIGNMENT\n\n            FOR VALUE RECEIVED the undersigned, _______________________ hereby\nsells, assigns and transfers all of the rights of the undersigned under the\nOption Agreement between The Edison Project Inc. and the undersigned dated\n__________________ with respect to the number of shares of the Series A Common\nStock covered thereby set forth herein below unto:\n\n\n\n      Name of Assignee              Address           Number of Shares\n      ----------------              -------           ----------------\n                                                \n\n\n\n\n\n\nDated: _______________, ______\n\nName of Holder: _____________________\n\nBy:   _______________________\n      Name:\n\n      Title:\n\nAddress:    _____________________________\n\n            _____________________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42503","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42503","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=42503"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42503"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42503"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42503"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}