EXHIBIT 2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of September 1, 2000, by and among Riverdeep Group plc, an Irish
Corporation ("Riverdeep"), Edmark Corporation, a Washington corporation
("Seller") and International Business Machines Corporation, a New York
corporation (the "Shareholder").
RECITALS
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as
of July 31, 2000 (the "Purchase Agreement"), by and among Riverdeep, Seller, the
Shareholder, Seller has agreed to sell, and Riverdeep has agreed to purchase,
certain assets of Seller specified in the Purchase Agreement, in consideration
for the payment by Riverdeep of Riverdeep ADSs to the Shareholder (as defined
below), as provided in the Purchase Agreement; and
WHEREAS, pursuant to the terms of the Purchase Agreement, in order
to induce Seller and the Shareholder to enter into the Purchase Agreement,
Riverdeep has agreed to grant to the Shareholder certain registration and other
rights relating to Riverdeep ADSs.
NOW, THEREFORE, in consideration of the premises and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
<PAGE>
Definitions. For the purpose of this Agreement:
1 The term "Ordinary Shares" means ordinary shares, nominal value $.10 per
share, of Riverdeep, as the same may be constituted from time to time.
2 The term "Other Shares" mean Riverdeep ADSs, other than Registrable
Securities, subject to incidental registration rights under any agreement
with Riverdeep.
3 The terms "register," "registered" and "registration" refer to a
registration effected by filing with the U.S. Securities and Exchange
Commission (the "SEC") a registration statement or statements or similar
documents in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and the declaration or ordering by the SEC of the
effectiveness of such registration statement.
4 The term "Registrable Securities" means Riverdeep ADSs issued to the
Shareholder in accordance with the terms of the Purchase Agreement. The
term "Registrable Securities" shall also include any Riverdeep ADSs issued
as a dividend, stock split or other distribution with respect to, or in
exchange for, upon reclassification or in replacement of, Registrable
Securities. In the event of any recapitalization by Riverdeep, whether by
stock split, reverse stock split, stock dividend or otherwise, the number
of shares of Registrable Securities shall be proportionately increased or
decreased.
5 The term "Registration Expenses" include all expenses incurred by
Riverdeep in complying with the terms of Section 2 hereof, including all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for Riverdeep, fees and
expenses (including fees and expenses of one counsel for the sales of
Registrable Securities) incurred in connection with complying with state
securities or "blue sky" laws, fees of National Association of Securities
Dealers, Inc., fees of transfer agent, registrar and depositary, but
excluding Selling Expenses related to registration of Registrable
Securities pursuant to this Agreement.
6 The term "Riverdeep ADRs" means Riverdeep American Depositary Receipts
evidencing Riverdeep ADSs.
7 The term "Riverdeep ADSs" means Riverdeep American Depositary Shares
representing six (6) Ordinary Shares.
8 The term "Selling Expenses" means all underwriting discounts and fees and
selling commissions and transfer taxes, if any, attributable to the sale
of Registrable Securities by the Shareholders
<PAGE>
Shareholder Registration Rights
1 If Riverdeep, at any time, proposes to register Riverdeep ADSs under the
Securities Act for sale to the public, either for its own account or for
the account of any of its other shareholders (except with respect to
registration statements on Forms F-4, S-8 or such other form which is not
available for registering Riverdeep ADSs for sale to the public), each
such time it will give written notice to the Shareholder of its intention
so to do. Upon the written request of the Shareholder, received by
Riverdeep within 15 days after the giving of any such notice by Riverdeep,
to register any of the Registrable Securities (which request shall state
the intended method of disposition thereof), Riverdeep will use its
reasonable best efforts to cause such Registrable Securities to be
included in the securities to be covered by the registration statement
proposed to be filed by Riverdeep, all to the extent requisite to permit
the sale or other disposition by the Shareholder (in accordance with its
written request) of such Registrable Securities so registered. In the
event that any registration pursuant to this Section 2 shall be, in whole
or in part, an underwritten public offering of Riverdeep ADS for the
account of Riverdeep and if the managing underwriter advises Riverdeep
that the inclusion of all Registrable Securities proposed to be included
in such registration would interfere with the successful marketing
(including pricing) of Riverdeep ADSs which Riverdeep proposes to sell for
its own account, Riverdeep will include Riverdeep ADSs in the registration
in the following order of priority: (i) first, all Riverdeep ADSs which
Riverdeep proposes to sell for its own account (if any) and (ii) second,
the Registrable Securities requested by the Shareholder and Other Shares,
if any, requested to be included in such registration pro rata based upon
the number of Registrable Securities and Other Shares, if any, requested
to be included in such registration. In the event that the managing
underwriter advises Riverdeep that an underwriters' over-allotment option
is necessary or advisable, the preceding priority shall apply to the
determination of which securities are to be included in the primary
portion of such registration. In addition, registration rights will not be
available hereunder if a majority of the vendors who elect to register
shares pursuant to that Registration Rights Agreement between the Vendors
(as defined therein) and Riverdeep, dated March 8, 2000, are denied an
opportunity to register such shares pursuant to the terms of Section
2(a)(ii) of such agreement. Except as set forth above, there shall be no
limit to the number of registrations that may be requested pursuant to
this Section 2.
2 Riverdeep shall pay all Registration Expenses in connection with each
registration pursuant to Section 2 hereof; provided, that such expenses
shall not include Selling Expenses, which shall be borne by the
Shareholder. Obligations of Riverdeep. If and whenever Riverdeep is
required under Section 2 hereof to effect the registration of any
Registrable Securities, Riverdeep shall, as expeditiously as reasonably
possible:
1 prepare and file with the SEC a registration statement on the
appropriate form and use its reasonable best efforts to cause the
registration statement to become effective and keep such
registration statement effective for up to one hundred twenty (120)
days or such longer period as Riverdeep may agree upon, or until the
distribution has been completed, whichever occurs first;
2 prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection
with such registration statement as may be necessary to keep such
registration statement effective as provided in Section 3(a) and to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration
statement;
3 furnish to the shareholders such numbers of copies of the
registration statement, the corresponding prospectus, including a
preliminary prospectus, and of each amendment and supplement (in
each case, including all exhibits), in conformity with the
requirements of the Securities Act, and such other documents as the
Shareholder may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
<PAGE>
4 use its reasonable best efforts to register and qualify the
Registrable Securities under securities or "blue sky" laws of such
jurisdictions in such states in the United States as shall be
reasonably necessary to facilitate an orderly distribution of the
Registrable Securities; provided, however, that Riverdeep shall not
be required in connection therewith or as a condition thereto to
qualify to do business in any such jurisdiction in which, but for
the requirements of this Section 3, it would not otherwise be
obligated to be so qualified or to file a general consent to service
of process in any such states or jurisdictions; provided, further,
that Riverdeep will not be required to consent to service of process
in actions arising out of or in connection with the sale of any
Registrable Securities;
5 enter into such agreements (including an underwriting agreement, if
applicable) and take such other actions in connection therewith in
order to expedite or facilitate a disposition of the Registrable
Securities;
6 use its reasonable best efforts to cause all such securities covered
by such registration statement to be listed or quoted (as the case
may be) on any U.S. securities exchange or automated quotation
system on which the Riverdeep ADRs are then listed or quoted;
7 use its reasonable best efforts to obtain a "cold comfort" letter or
letters from Riverdeep's independent public accountants in customary
form and covering matters of the type customarily covered by "cold
comfort" letters;
8 notify the Shareholder, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon
occurrence of any event as a result of which, or if Riverdeep
becoming otherwise aware that, the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, and prepare a supplement or amendment to the prospectus or
any such document incorporated therein so that thereafter the
prospectus will not contain an untrue statement of material fact or
omit to state any material fact necessary to make the statements
therein not misleading;
9 at reasonable time and upon reasonable notice, make available for
inspection by representatives of the Shareholder, any underwriter
participating in any disposition to be effected pursuant to such
registration statement and any attorney, accountant or other agent
retained by the Shareholder or any such underwriter in connection
with the registration all financial and other records or pertinent
corporate documents and cause Riverdeep's officers, directors and
employees to supply all information reasonably requested by the
Shareholder, any underwriter and any attorney, accountant or other
agent in connection with such registration statement;
10 in the event of the issuance of any stop order suspending the
effectiveness of any registration statement or of any order
suspending or preventing the use of any prospectus or suspending the
qualification of any Registrable Securities for sale in any
jurisdiction, use its reasonable best efforts promptly to obtain its
withdrawal; and
<PAGE>
11 otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC, and make available to
its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least twelve months, beginning
with the first fiscal quarter beginning after the effective date of
the registration statement, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.
The Shareholder agrees that, upon receipt of any notice from
Riverdeep of the happening of any event described in Section 3(h), the
Shareholder will forthwith discontinue disposition of such securities pursuant
to such registration statement until the Shareholder's receipt of the copies of
the supplemental or amended prospectus contemplated by Section 3(h), and, as so
directed by Riverdeep, the Shareholder will deliver to Riverdeep (at Riverdeep's
expense) all copies, other than permanent file copies then in the Shareholder's
possession, of the prospectus covering such securities covered by such
registration statement current at the time of receipt of such notice. In the
event Riverdeep shall give any such notice, the period mentioned in Section 3(a)
shall be extended by the number of days during the period from the date of the
giving of such notice pursuant to Section 3(h) and through the date when the
Shareholders shall have received the copies of the supplemented or amended
prospectus contemplated by Section 3(h).
In connection with each registration hereunder, the Shareholder will
furnish to Riverdeep in writing such information with respect to itself and the
proposed distribution by it as reasonably shall be necessary and shall be
requested by Riverdeep in order to comply with federal and applicable state
securities laws.
In connection with each registration pursuant to Section 2 hereof
covering an underwritten public offering, Riverdeep and the Shareholder agree to
enter into a written agreement with the managing underwriter in such form and
containing such provisions as are customary in the securities business for such
an arrangement between such underwriter and companies of the Riverdeep's size
and investment stature.
Indemnification and Contribution.
1 In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, Riverdeep will indemnify and
hold harmless, to the full extent permitted by law, the Shareholder with
respect to any registration, qualification, listing or compliance effected
pursuant to this Agreement against any losses, claims, damages,
liabilities and expenses, joint or several, to which such Shareholder may
become subject under the Securities Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or other federal and state laws or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in
any registration statement under which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, any
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and will pay or reimburse the Shareholders for any legal or
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that Riverdeep (i) will not be liable in any
such case if and to the extent that (A) any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity
with information furnished by the Shareholders for use in such
registration statement, prospectus, amendment or supplement (B) in respect
to such untrue statement or alleged untrue statement or omission or
alleged omission with respect to which such loss, claim, damage or
liability directly relates, the final prospectus for such registration
statement corrected in all material respects such untrue statement or
alleged untrue statement or omission or alleged omission and copies of
such final prospectus was sent or given to or on behalf of such
Shareholder (or otherwise delivered in accordance with applicable law or
regulation) at or prior to the confirmation of the sale of Registrable
Securities of such Shareholder, and (ii) will not be liable for amounts
paid in settlement of any such loss, claim, damage, liability or action if
such settlement is effected without the consent of Riverdeep, such consent
not to be unreasonably withheld or delayed.
<PAGE>
2 In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, the Shareholder will indemnify
and hold harmless Riverdeep, each person, if any, who controls Riverdeep,
each officer of Riverdeep who signs the registration statement, and each
director of Riverdeep, against all losses, claims, damages or liabilities,
joint or several, to which Riverdeep or such officer or director may
become subject under the Securities Act, the Exchange Act or other federal
or state laws or otherwise, but only insofar as such losses, claims,
damages or liabilities (or actions in respect thereof), arise out of or
are based upon an untrue statement or alleged untrue statement or omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, made
in reliance upon and in conformity with information pertaining to the
Shareholder, furnished to Riverdeep by the Shareholders for use in such
registration statement under which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, any
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, and will pay or reimburse Riverdeep and
each such officer and director for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that (i) the
liability of the Shareholder hereunder shall be limited to the proportion
of any such loss, claim, damage, liability or expense which is equal to
the proportion that the public offering price of the shares of Registrable
Securities sold by the Shareholder under such registration statement bears
to the total public offering price of all securities sold thereunder (the
"Liability Limit"), and (ii) Shareholder shall not be liable for amounts
paid in settlement of any such loss, claim, damage, liability or action if
such settlement is effected without the consent of the Shareholder, such
consent not to be unreasonably withheld or delayed.
<PAGE>
3 Promptly after receipt by an indemnified party hereunder of written notice
of any claim or the commencement of any action or proceeding, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the failure to so notify the indemnifying party shall
not relieve it from any liability which it may have to such indemnified
party other than under this Section 4 and shall only relieve it from any
liability which it may have to such indemnified party under this Section 4
if and to the extent the indemnifying party is materially prejudiced by
such omission. In case any such action shall be brought against any
indemnified party and the indemnified party shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 4 for any legal or other professional expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party, and the indemnified party shall have been advised by
counsel in writing that there are reasonable defenses available to it
which are different from or additional to those available to the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable fees and
expenses of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party; provided,
further, that in no event shall the indemnifying party be responsible for
the fees and expenses of more than one such separate counsel. No
indemnifying party, in the defense of any such claim or litigation against
an indemnified party, shall consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect of such claim or litigation, unless such
indemnified party shall otherwise consent in writing, which consent shall
not be unreasonably withheld or delayed. An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
except as expressly provided above.
<PAGE>
4 If the indemnification provided for in this Section 4 is for any reason
held by a court of competent jurisdiction to be unavailable to an
indemnified party in respect of anyclaims referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such claims (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying
party and the indemnified party, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party and
the indemnified party in connection with the action or inaction which
resulted in such claims, as well as any other relevant equitable
considerations. In connection with any registration of Riverdeep's
securities, the relative benefits received by the indemnifying party and
the indemnified party shall be deemed to be in the same respective
proportions that the net proceeds from the offering (before deducting
expenses) received bythe indemnifying party and the indemnified party, in
each case as set forth in the table on the cover page of the applicable
prospectus, bear to the aggregate public offering price of the securities
so offered. The relative fault of the indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or the indemnified party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
<PAGE>
Rule 144 Reporting.
With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of the restricted
securities to the public without registration, Riverdeep agrees to:
1 make and keep public information available, as those terms are understood
and defined in Rule 144 under the Securities Act;
2 use its reasonable best efforts to file with the Riverdeep in a timely
manner all reports and other documents required of SEC under the
Securities Act and the Exchange Act; and
3 furnish to the Shareholder forthwith, upon request, a written statement by
Riverdeep as to its compliance with the reporting requirements of such
Rule 144 and of the Securities Act and the Exchange Act, a copy of the
most recent annual or quarterly report of Riverdeep, and such other
reports and documents so filed by Riverdeep as the Shareholder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Shareholder to sell any Registrable Securities
without registration.
1. Limitations on Subsequent Registration Rights. From and after the date of
this Agreement until the termination of this Agreement pursuant to Section 16
hereof, Riverdeep shall not, without the prior written consent of Shareholder,
enter into any agreement with any holder or prospective holder of any securities
of the Company giving such holder or prospective holder any registration rights,
the terms of which are more favorable than the registration rights granted to
Shareholder hereunder without also giving Shareholder such greater rights.
Entire Agreement. This Agreement constitutes the entire agreement of the parties
and supersedes all prior written or oral agreements, contemporaneous oral
agreements, understandings and negotiations between the parties with respect to
the subject matter hereof.
Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of New York, without regard to the conflicts of law
rules thereof.
Consent to Jurisdiction. The parties hereto hereby consent and agree that they
shall commence any action with respect to any claims or disputes between the
parties hereto pertaining to this Agreement or to any matter arising out of or
related to this Agreement in the United States District Court for the Southern
District of New York, so long as the action falls within the subject matter
jurisdiction of such court. In the event any such action shall be determined by
the court to be outside its subject matter jurisdiction, then the parties agree
to commence any such action in the Supreme Court of New York County, New York
and to take such action as may be necessary to effect assignment of such action
to the Commercial Part of that court. The parties hereto expressly submit and
consent in advance to such jurisdiction in any action or suit commenced in any
such court, and hereby waive any objection which it may have based upon lack of
personal jurisdiction, improper venue or forum non conveniens and hereby consent
to the granting of such legal or equitable relief as is deemed appropriate by
such court. Each party hereto irrevocably consents to the service of process by
registered or certified mail, postage prepaid, to it at its address given in
accordance herewith.
Amendments and Waivers; Assignment. This Agreement may not be modified, amended
or waived except by written document specifically identifying this Agreement and
signed by the parties. The rights of the Shareholder hereunder to have Riverdeep
register the Registrable Securities may be assigned by the Shareholder to any
person or entity which is a permitted transferee under the provisions of the
Purchase Agreement, provided that such transferee shall execute and deliver to
Riverdeep a counterpart of this Agreement and shall agree to become subject to
the terms hereof.
Headings. The headings included in this Agreement are for convenience of the
parties only and shall not affect the construction or interpretation of this
Agreement.
<PAGE>
Notices. All notices, requests, demands or other communications hereunder shall
be in writing and shall be deemed to have been duly given, if delivered in
person or by courier, telegraphed, telexed or facsimile transmission or three
(3) days after being mailed by certified or registered mail, postage prepaid:
If to Riverdeep:
Riverdeep Group plc
Apollo House
8th Floor
Tara Street, Dublin 2
Ireland
Attention: Barry O'Callaghan
Facsimile: 353-1-670-7627
with a copy to:
Dewey Ballantine LLP
1 Undershaft
London EC3A 8LP
England
Attention: Douglas L. Getter, Esq.
Facsimile: 44-207-456-6001
if to the Shareholder:
International Business Machines Corporation
New Orchard Road
Armonk, New York 10504
Attention: Lee A. Dayton
Facsimile: 914-499-7803
with a copy to:
Attention: Donald D. Westfall
Facsimile: 914-499-6006
<PAGE>
Successors and Assigns. This Agreement shall be binding upon the parties hereto
and their respective successors and permitted assigns.
Remedies, Waivers. No failure or delay on the part of any party in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. The parties to
this Agreement acknowledge and agree that the breach of any of the terms of this
Agreement will cause irreparable injury for which an adequate remedy at law is
not available. Accordingly, it is agreed that either party shall be entitled to
an injunction, restraining order or other equitable relief to prevent breaches
of this Agreement and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction in the United States or any state thereof
without the requirement of posting any bond. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or
remedies available under this Agreement or otherwise.
Severability. In the event that any provision of this Agreement or the
application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of contempt jurisdiction, such provision
shall be reformed, if possible, to the extent necessary to render it legal,
valid and enforceable, or otherwise deleted, and the remainderof this Agreement
shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
Effectiveness; Termination.
1 Effectiveness. This Agreement shall become effective upon the closing of
the transactions contemplated by the Purchase Agreement and prior thereto
shall be of no force or effect. If the Purchase Agreement shall be
terminated in accordance with its terms, this Agreement shall
automatically be deemed to have been terminated and shall thereafter be of
no force or effect.
2 Termination. The provisions of this Agreement shall terminate and be of no
further effect upon (i) as to all parties, upon the mutual consent of the
parties and (ii) as to the Shareholder, (A) on the third anniversary of
this Agreement or (B) such parties ceasing to own or have rights to
acquire Registrable Securities.
Further Assurances. Each party shall cooperate and take such action as may be
reasonably requested by the other party in order to carry out the provisions and
purposes of this Agreement and the transactions contemplated hereby.
Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but which together shall constitute one and the
same instrument.
Financial Assistance. Nothing in this Agreement shall obligate Riverdeep to do
anything which is prohibited by Section 60 of the Irish Companies Act 1963.
*****
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and the year first above written.
RIVERDEEP GROUP PLC
By: /s/ David Mulville
---------------------------------------------
Name:
Title:
EDMARK CORPORATION
By: /s/ Archie Colburn
---------------------------------------------
Name: Archie Colburn
Title: Vice President
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By: /s/ Lee A. Dayton
---------------------------------------------
Name: Lee A. Dayton
Title: Vice President
Corporate Development and Real Estate
