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EXHIBIT 10.3




THIRD AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT




     THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), is made and entered into this 6th day of April, 2001, by and
among Blackboard Inc., a Delaware corporation (the
“Company”), the holders of
the Company’s Series A Preferred Stock (as defined below) listed on Schedule I,
the holders of the Company’s Series B Preferred Stock (as defined below) listed
on Schedule I, the holders of the Company’s Series C Preferred Stock (as
defined below) listed on Schedule I, the holders of the Company’s Series D
Preferred Stock (as defined below) listed on Schedule I, the holders of the
Company’s Series E Preferred Stock (as defined below) listed on Schedule I, and
Matthew Pittinsky, Michael L. Chasen, and Daniel Cane (each, a “Founder” and,
together, the “Founders”). The holders of the Series A Preferred Stock, Series
B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock and the Founders are sometimes referred to herein as the
“Stockholders.”



WITNESSETH




     WHEREAS, several new strategic and financial investors, and certain
existing holders of the Company’s Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock listed on
Schedule I to that certain Series
E Convertible Preferred Stock Purchase Agreement (the “Series E Holders”) dated
March 16, 2001 (the “Purchase Agreement”) have agreed to purchase shares of the
Series E Convertible Preferred Stock and Warrants (as defined in the Purchase
Agreement);



     WHEREAS, in connection with the purchase of Series A Preferred Stock,
certain holders of Series A Preferred Shares were granted limited incidental
registration rights;



     WHEREAS, the Company and the holders of the Company’s Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock entered into that certain Second Amended and Restated
Registration Rights Agreement dated March 30, 2000 (the “Prior Rights
Agreement”);



     WHEREAS, the Prior Rights Agreement may only be amended by written
agreement signed by the Company and the holders of two-thirds of the
outstanding shares of Restricted Stock (defined below);



     WHEREAS, it is a condition to the obligations of the Purchasers under the
Purchase Agreement that this Agreement be executed by the parties hereto; and



     WHEREAS, the parties to this Agreement wish to amend and restate the Prior
Rights Agreement as set forth below, to unify the registration rights of all
Stockholders in a single agreement, and add all Series E Holders as persons who
are bound by the terms and conditions, and entitled to the benefits, of this
Agreement.



 









 





AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing premises and the
agreements set forth below, the parties agree as follows:



     1. Certain
Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:



          “Affiliate” shall mean with respect to any person or entity, any
individual that directly, or indirectly through one or more intermediaries,
controls such person or entity or any corporation, partnership, limited
liability company, joint venture, unincorporated association or other entity
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such person or entity.



          “Commission” shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.



          “Common
Securities” shall mean Common Stock, Series A Restricted Stock,
the Series B Restricted Stock, the Series C Restricted Stock, the Series D
Restricted Stock, the Series E Restricted Stock and the Founder Shares.



          “Common
Stock” shall mean the common stock, par value $0.01 per share, of
the Company.



          “Conversion
Shares” shall mean the shares of Common Stock issued or
issuable upon conversion of the Preferred Shares.



          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.



          “Founder
Shares” shall mean the shares of Common Stock held on the date
hereof by Matthew Pittinsky, Daniel Cane and Michael Chasen, excluding any
shares of Common Stock (a) which have been registered under the Securities Act
pursuant to an effective registration statement filed thereunder and disposed
of in accordance with the registration statement covering them or (b) that may
be publicly sold pursuant to Rule 144 under the Securities Act.



          “Preferred
Shares” shall mean the Series A Preferred Shares, the Series B
Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares
and the Series E Preferred Shares.



          “Preferred Stock” shall mean the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and
the Series E Preferred Stock.



          “Preferred Stockholders” shall mean holders of Series A Preferred Shares,
Series B Preferred Shares, Series C Preferred Shares and Series D Preferred
Shares.



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          “Preferred Restricted Stock” shall mean, individually or collectively (as
the context may suggest), the Series B Restricted Stock, the Series C
Restricted Stock, the Series D Restricted Stock and the Series E Restricted
Stock.



          “Registration
Expenses” shall mean the expenses so described in
Section 8
hereof.



          “Relation” shall mean, with respect to any person, such person’s spouse,
any lineal descendant or ancestor of such person, any brother or sister of such
person, any adopted child or adopted grandchild of such person or such person’s
spouse, or the spouse of any child, adopted child, grandchild or adopted
grandchild of such person or such person’s spouse.



          “Restricted Stock” shall mean, collectively, the Series A Restricted
Stock, the Series B Restricted Stock, the Series C Restricted Stock, the Series
D Restricted Stock, and the Series E Restricted Stock.



          “Securities Act” shall mean the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.



          “Selling
Expenses” shall mean the expenses so described in
Section 8
hereof.



          “Series A Conversion Shares” shall mean shares of Common Stock issued or
issuable upon conversion of the Series A Preferred Shares.



          “Series B Conversion Shares” shall mean shares of Common Stock issued or
issuable upon conversion of the Series B Preferred Shares.



          “Series C Conversion Shares” shall mean shares of Common Stock issued or
issuable upon conversion of the Series C Preferred Shares.



          “Series D Conversion Shares” shall mean shares of Common Stock issued or
issuable upon conversion of the Series D Preferred Shares.



          “Series E Conversion Shares” shall mean shares of Common Stock issued or
issuable upon conversion of the Series E Preferred Shares.



          “Series A Restricted Stock” shall mean the Series A Conversion Shares,
excluding Series A Conversion Shares (a) which have been registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them or
(b) that are held by any holder of Series A Conversion Shares if all Series A
Conversion Shares then held by such holder and its Affiliates can then be sold
to the public pursuant to Rule 144 under the Securities Act, without
restriction.



          “Series B Restricted Stock” shall mean Series B Conversion Shares,
excluding Series B Conversion Shares (a) which have been registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them or
(b) that are held by any holder of Series B Conversion



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shares if all Series B Conversion Shares then held by such holder and its
Affiliates can then be sold to the public pursuant to Rule 144 under the
Securities Act, without restriction.



          “Series C Restricted Stock” shall mean Series C Conversion Shares,
excluding Series C Conversion Shares (a) which have been registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them or
(b) that are held by any holder of Series C Conversion Shares if all Series C
Conversion Shares then held by such holder and its Affiliates can then be sold
to the public pursuant to Rule 144 under the Securities Act, without
restriction.



          “Series D Restricted Stock” shall mean Series D Conversion Shares,
excluding Series D Conversion Shares (a) which have been registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them or
(b) that are held by any holder of Series D Conversion Shares if all Series D
Conversion Shares then held by such holder and its Affiliates can then be sold
to the public pursuant to Rule 144 under the Securities Act, without
restriction.



          “Series E Restricted Stock” shall mean Series E Conversion Shares,
excluding Series E Conversion Shares (a) which have been registered under the
Securities Act pursuant to an effective registration statement filed thereunder
and disposed of in accordance with the registration statement covering them or
(b) that are held by any holder of Series E Conversion Shares if all Series E
Conversion Shares then held by such holder and its Affiliates can then be sold
to the public pursuant to Rule 144 under the Securities Act, without
restriction.



          “Series A Preferred Shares” shall mean the 1,174,486 shares of Series A
Preferred Stock set forth on Schedule I hereto.



          “Series A Preferred Stock” shall mean the Company’s Series A Convertible
Preferred Stock, par value $0.01 per share.



          “Series B Preferred Shares” shall mean the 5,025,935 shares of Series B
Preferred Stock set forth on Schedule I hereto.



          “Series B Preferred Stock” shall mean the Company’s Series B Convertible
Preferred Stock, par value $0.01 per share.



          “Series C Preferred Shares” shall mean the 5,904,789 shares of Series C
Preferred Stock set forth on Schedule I hereto.



          “Series C Preferred Stock” shall mean the Company’s Series C Convertible
Preferred Stock, par value $0.01 per share.



          “Series D Preferred Shares” shall mean the 4,140,169 shares of Series D
Preferred Stock set forth on Schedule I hereto.



          “Series D Preferred Stock” shall mean the Company’s Series D Convertible
Preferred Stock, par value $0.01 per share.



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          “Series E Preferred Shares” shall mean the shares of Series E Preferred
Stock being issued on the date of this Agreement and the shares of Series E
Preferred Stock that may be purchased upon the exercise of Warrants being
issued on the date of this Agreement, both as set forth on Schedule I hereto.



          “Series E Preferred Stock” shall mean the Company’s Series E Convertible
Preferred Stock, par value $0.01 per share.



     2. Restrictive
Legend. Each certificate representing Preferred Shares,
Conversion Shares or Founder Shares shall, except as otherwise provided in this
Section 2 or in Section 3, be stamped or otherwise imprinted with a legend
substantially in the following form:




“The securities represented by this certificate may be
transferred only if registered under the Securities
Act of 1933, as amended, and applicable state
securities laws or if such transfer is exempt from
such registration.



A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company (it being agreed that Akin, Gump, Strauss, Hauer &
Feld, LLP shall be satisfactory) the securities represented thereby may be
publicly sold without registration under the Securities Act and any applicable
state securities laws.



     3. Notice
of Proposed Transfer. Prior to any proposed transfer of any
Preferred Shares or Conversion Shares (other than under the circumstances
described in Sections 4, 5 or 6 hereof), the holder thereof shall give written
notice to the Company of its intention to effect such transfer. Each such
notice shall describe the manner of the proposed transfer and, if requested by
the Company, shall be accompanied by an opinion of counsel satisfactory to the
Company (it being agreed that Akin, Gump, Strauss, Hauer & Feld, LLP is
satisfactory to the Company) to the effect that the proposed transfer may be
effected without registration under the Securities Act and any applicable state
securities laws, whereupon the holder of such stock shall be entitled to
transfer such stock in accordance with the terms of its notice; provided,
however, that no such opinion of counsel shall be required for a transfer to
(i) one or more partners or members of the transferor (in the case of a
transferor that is a partnership or a limited liability company, respectively),
(ii) a transferee or assignee that is wholly owned subsidiary or parent of or
to any corporation or person that is controlling, controlled by or under common
control with, any such transferor, (iii) an affiliated corporation or other
entity (in the case of a transferor that is a corporation or other entity) or a
donative transfer to a Relation, or (iv) with respect to Dell USA L.P., to the
Dell Foundation. Each certificate for Preferred Shares or Conversion Shares
transferred as above provided shall bear the legend set forth in Section 2,
except that such certificate shall not bear such legend if (i) such transfer is
in accordance with the provisions of Rule 144 (or any other rule permitting
public sale without registration under the Securities Act) or (ii) the opinion
of counsel referred to above is to the further effect that the transferee and
any subsequent transferee (other than an affiliate of the Company) would be
entitled to transfer such securities in a public sale without registration
under the Securities Act. The restrictions provided for in this Section 3
shall not apply to securities which are not required to bear the legend
prescribed by Section 2 in accordance with the provisions of that Section.



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     4. Required Registration.



     (a) (1) At any time after the earlier of (i) one year after any
registration statement covering a public offering of securities of the Company
under the Securities Act shall have become effective or (ii) April    , 2003,
then the holders of Preferred Restricted Stock (excluding Series E Restricted
Stock) constituting at least 50% of the total shares of Preferred Restricted
Stock then outstanding (excluding Series E Restricted Stock) may request the
Company to register under the Securities Act all or any portion of the shares
of Common Securities held by such requesting holder or holders for sale in the
manner specified in such notice, provided that the particular shares of Common
Securities for which registration has been requested by holders described in
this paragraph (1) shall represent the least of (x) at least 20% of the total
shares of Series B Restricted Stock, Series C Restricted Stock, and Series D
Restricted Stock originally issued by the Company, and (y) all shares of Series
B Restricted Stock, Series C Restricted Stock, and Series D Restricted Stock
then outstanding, and (z) shares for which the reasonably anticipated aggregate
price to the public of such public offering would exceed $10,000,000.
Furthermore, with respect to a registration request pursuant to this paragraph
(1), the holders of a majority of the shares of Preferred Restricted Stock to
be registered shall be entitled to select the lead managing underwriter for
requests made under this Section 4(a)(1).



     (2) At any time after the earlier of (i) one year after any registration
statement covering a public offering of securities of the Company under the
Securities Act shall have become effective or (ii) October    , 2002, then the
holders of at least 50% of the Series E Restricted Stock then outstanding if
the Company receives gross proceeds from the sale of Series E Preferred Shares
in an amount less than $49.0 million or at least 42.5% of the Series E
Restricted Stock then outstanding if the Company receives gross proceeds from
the sale of Series E Preferred in an amount equal to or exceeding $49.0 million
may request the Company to register under the Securities Act all or any portion
of the shares of Common Securities held by such requesting holder or holders
for sale in the manner specified in such notice, provided that the particular
shares of Series E Restricted Stock (and Common Securities held by the Series E
Holder(s)) for which registration has been requested by holders described in
this paragraph (2) shall represent the least of (x) at least 20% of the total
shares of Series E Restricted Stock originally issued by the Company, and (y)
all shares of Series E Restricted Stock then outstanding, and (z) shares for
which the reasonably anticipated aggregate price to the public of such public
offering would exceed $10,000,000. Furthermore, with respect to a registration
request pursuant to this paragraph (2), the participating Series E Restricted
Stock holders holding a majority of the shares of Series E Restricted Stock to
be registered shall be entitled to select the lead managing underwriter for
requests made under this Section 4(a)(2).



          (3) For purposes of this Agreement, any reference to shares of “Series B
Restricted Stock”, “Series C Restricted Stock”, “Series D Restricted Stock” and
“Series E Restricted Stock” then outstanding shall be deemed to include the
number of shares of Preferred Restricted Stock issuable upon the conversion of
all Preferred Stock then outstanding, and any holder of shares of Preferred
Stock shall be deemed to be the holder of any shares of Restricted Stock which
would be issuable to such holder upon conversion of all Preferred Stock held by
such holder, provided, however, that the only securities which the Company
shall be required to



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register pursuant hereto shall be shares of Common Stock, and provided
further, however, that, in any underwritten public offering contemplated by
this Section 4 or Sections 5 and 6, the holders of Preferred Restricted Stock
shall be entitled to sell Common Securities to the underwriters for conversion
and sale of the shares of Common Stock issued upon conversion thereof.
Notwithstanding anything to the contrary contained herein, no request may be
made under this Section 4 within 120 days after the effective date of a
registration statement filed by the Company covering a firm commitment
underwritten public offering in which the holders of Common Securities shall
have been entitled to join pursuant to Sections 5 or 6 and in which there shall
have been effectively registered all shares of Common Securities as to which
registration shall have been requested.



          (b) Following receipt of any notice under this Section 4, the Company
shall immediately notify all holders of Preferred Restricted Stock from whom
notice has not been received and shall use its best efforts to register under
the Securities Act, for public sale in accordance with the method of
disposition specified in such notice from requesting holders, the number of
shares of Series B Restricted Stock, Series C Restricted Stock, Series D
Restricted Stock, Series E Restricted Stock and Common Stock specified in such
notice (and, subject to Section 4(c) and Section 5, in all notices received by
the Company from other holders within 30 days after the giving of such notice
by the Company). The Company shall be obligated to register (i) Common
Securities pursuant to this Section 4 on two occasions in connection with
requests made by holders described in Section 4(a)(1) and (ii) Common
Securities pursuant to this Section 4 on two occasions in connection with
requests made by holders described in Section 4(a)(2), provided, however, that
such obligation shall be deemed satisfied only when a registration statement
covering all shares of Common Securities specified in notices received as
aforesaid (subject to Section 4(c)), for sale in accordance with the method of
disposition specified by the requesting holders, shall have become effective
and, if such method of disposition is a firm commitment underwritten public
offering, all such shares shall have been sold pursuant thereto.



          (c) The Company shall be entitled to include in any registration pursuant
to this Section 4, for sale in accordance with the method of disposition
specified by the requesting holders, shares of Common Stock to be sold by the
Company for its own account, only to the extent that, in the opinion of the
managing underwriter (if such method of disposition shall be an underwritten
public offering), such inclusion would not adversely affect the marketing of
the Common Securities to be sold. No securities may be included in any
registration pursuant to this Section 4 except as expressly permitted by this
Section 4. No Common Securities excluded from the underwriting by reason of
the managing underwriter’s marketing limitation shall be included in such
registration. Except for registration statements on Form S-4, S-8 or any
successor thereto, the Company will not file with the Commission any other
registration statement with respect to its Common Stock, whether for its own
account or that of other stockholders, from the date of receipt of a notice
from requesting holders pursuant to this Section 4 until the completion of the
period of distribution of the registration contemplated thereby.



          (d) Requesting Stockholders holding a majority of the Common Securities to
be included in a registration by the requesting Stockholders shall have the
right to cancel a proposed registration of Restricted Stock pursuant
to Section
4, Section 5(b) or Section 5(c) if there has been a material adverse change in
the operating results, financial condition, or business



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of the Company that was not publicly known at the time that the
Stockholders made their request. Any registration so cancelled shall not be
counted toward the number of requested registrations permitted under the
Agreement.



          (e) Notwithstanding the foregoing, the Founders shall have no rights of
registration pursuant to Section 4 or 6 hereof with respect to Founders Shares
held by them; provided, however, that such Founders shall have rights of
registration pursuant to Section 4 or 6 hereof with respect to any Preferred
Shares held by such Founders.



     5. Incidental Registration.



          (a) If the Company at any time (other than the initial public offering of
the Company’s securities or pursuant to Section 6) proposes to register any of
its securities under the Securities Act for sale to the public, whether for its
own account or for the account of other security holders or both (except with
respect to registration statements on Forms S-4, S-8 or another form not
available for registering the Common Securities for sale to the public), each
such time it will give written notice to all Stockholders of its intention so
to do. Upon the written request of any such Stockholder, received by the
Company within 30 days after the giving of any such notice by the Company, to
register any of his or its Common Securities, the Company will use its best
efforts to cause the Common Securities as to which registration shall have been
so requested to be included in the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the Stockholder of such Common
Securities so registered. In the event that any registration pursuant to this
Section 5 shall be, in whole or in part, an underwritten public offering of
Common Stock, the number of Common Securities to be included in such an
underwriting may be reduced (pro rata among the requesting holders based upon
the number of Common Securities sought to be registered by such Stockholders)
if and to the extent that the managing underwriter shall be of the opinion that
such inclusion would adversely affect the marketing of the securities to be
sold by the Company therein, provided, however, that such number of Common
Securities shall not be reduced if any shares are to be included in such
underwriting for the account of any person other than the Company or requesting
holders of Common Securities, and provided, further, however, that in no event
may less than one-third of the total number of shares of Common Stock to be
included in such underwriting be made available for shares of Preferred
Restricted Stock without the prior written consent of the holders of a majority
of the Series B Restricted Stock, Series C Restricted Stock, Series D
Restricted Stock and Series E Restricted Stock. Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement referred to in
this Section 5 without thereby incurring any liability to the Stockholders of
Common Securities.



     (b) If the Preferred Stockholders at any time properly request a
registration of any of securities under the Securities Act for sale to the
public pursuant to Section 4(a)(1), each such time the Company, on behalf of
such Preferred Stockholders, will give written notice to all holders of Series
E Preferred Stock of such request. Upon the written request of any Stockholder
holding Series E Preferred Stock, received by the Company within 30 days after
the giving of any such notice by the Company, to register any of his or its
Common Securities, the Company and the Preferred Stockholders will use their
best efforts to cause the Common Securities as to which registration shall have
been so requested to be included in the securities to be covered by



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the registration statement proposed to be filed by the Preferred
Stockholders, all to the extent requisite to permit the sale or other
disposition by the holders of Series E Preferred Stock of such Common
Securities so registered. In the event that any registration pursuant to this
Section 5(b) shall be, in whole or in part, an underwritten public offering,
the number of Common Securities to be included in such an underwriting may be
reduced (pro rata among the requesting holders based upon the number of Common
Securities sought to be registered by such Series E Holders) if and to the
extent that the managing underwriter shall be of the opinion that such
inclusion would adversely affect the marketing of the securities to be sold by
such Preferred Stockholders therein. Notwithstanding the foregoing provisions,
the Preferred Stockholders and/or Company may withdraw any registration
statement referred to in this Section 5(b) without thereby incurring any
liability to the holders of Series E Preferred Stock.



     (c) If the Series E Holders at any time properly request a registration of
any of securities under the Securities Act for sale to the public pursuant to
Section 4(a)(2), each such time the Company, on behalf of such Series E
Holders, will give written notice to all Preferred Stockholders of such
request. Upon the written request of any Preferred Stockholder, received by
the Company within 30 days after the giving of any such notice by the Company,
to register any of his or its Common Securities, the Company and the Series E
Holders will use their best efforts to cause the Common Securities as to which
registration shall have been so requested to be included in the securities to
be covered by the registration statement proposed to be filed by the Series E
Holders, all to the extent requisite to permit the sale or other disposition by
the Preferred Stockholders of such Common Securities so registered. In the
event that any registration pursuant to this Section 5(b) shall be, in whole or
in part, an underwritten public offering, the number of shares of Common
Securities (excluding Series E Restricted Stock) to be included in such an
underwriting may be reduced (pro rata among the requesting holders based upon
the number of shares of Common Securities sought to be registered by such
Preferred Stockholders) if and to the extent that the managing underwriter
shall be of the opinion that such inclusion would adversely affect the
marketing of the securities to be sold by such Series E Holders therein.
Notwithstanding the foregoing provisions, the Series E Holders and/or Company
may withdraw any registration statement referred to in this Section 5(b)
without thereby incurring any liability to the Preferred Stockholders.



     6. Registration on Form S-3. If at any time (i) one or more holders of
Preferred Restricted Stock request that the Company file a registration
statement on Form S-3 or any successor thereto for a public offering of all or
any portion of the Common Securities held by such requesting Stockholder or
Stockholders, the reasonably anticipated aggregate price to the public of which
would exceed $1,000,000, and (ii) the Company is a registrant entitled to use
Form S-3 or any successor thereto to register such shares, then the Company
shall use its best efforts to register under the Securities Act on Form S-3 or
any successor thereto, for public sale in accordance with the method of
disposition specified in such notice, the number of shares of Common Securities
specified in such notice. Whenever the Company is required by this Section 6
to use its best efforts to effect the registration of Common Securities, each
of the procedures and requirements of Section 4 (including but not limited to
(i) the requirement that the Company notify all holders of Preferred Restricted
Stock from whom notice has not been received and provide them with the
opportunity to participate in the offering and (ii) the share allocation
procedures set forth in Section 4(c)) shall apply to such registration,
provided, however, that the



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Company shall only be obligated to register Common Securities pursuant to
this Section 6 on three occasions at the request of holders of Preferred
Restricted Stock other than Series E Restricted Stock and on three occasions at
the request of holders of Series E Restricted Stock, provided, further,
however, the Company shall not be obligated to file more than one registration
statement on Form S-3 pursuant to this Section 6 during any 12-month period,
and provided, further, however, that the requirements contained in the first
sentence of Sections 4(a)(1) and the first sentence of 4(a)(2) shall not apply
to any registration on Form S-3 which may be requested and obtained under this
Section 6. Requesting Stockholders holding a majority of the Common Securities
to be included in a registration by the requesting Stockholders shall have the
right to cancel a proposed registration of Restricted Stock pursuant to Section
6 if there has been a material adverse change in the operating results,
financial condition, or business of the Company that was not publicly known at
the time that the Stockholders made their request. Any registration so
cancelled shall not be counted toward the number of requested registrations
permitted under the Agreement.



     7. Registration Procedures. If and whenever the Company is required by
the provisions of Sections 4 or 6 to use its best efforts to effect the
registration of any Common Securities under the Securities Act or by the
provisions of Section 5 to register any Common Securities under the Securities
Act, the Company will, as expeditiously as possible:



          (a) prepare and file with the Commission a registration statement (which,
in the case of an underwritten public offering pursuant to Section 4, shall be
on Form S-1 or other form of general applicability satisfactory to the managing
underwriter selected as therein provided) with respect to such securities and
use its best efforts to cause such registration statement to become and remain
effective for the period of the distribution contemplated thereby (determined
as hereinafter provided);



          (b) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for the
period specified in paragraph (a) above and comply with the provisions of the
Securities Act with respect to the disposition of the Common Securities covered
by such registration statement in accordance with the sellers’ intended method
of disposition set forth in such registration statement for such period;



          (c) promptly notify the Stockholders holding Common Securities to be
included in a registration statement hereunder, the sales or placement agent,
if any, therefor and the managing underwriter of the securities being sold and
confirm such advice in writing, (A) when such registration statement or the
prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such registration
statement or any post-effective amendment, when the same has become effective,
(B) of any comments by the Commission and by the blue sky or securities
commissioner or regulator of any state with respect thereto or any request by
the Commission for amendments or supplements to such registration statement or
the prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such registration
statement or the initiation of any proceedings for that purpose, or (D) of the
receipt by the Company of any notification with respect to the suspension of
the qualification of the Common Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding



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for such purpose;



          (d) use best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post effective amendment
thereto at the earliest practicable date;



          (e) if requested by any managing underwriter or underwriter, any placement
or sales agent or any Stockholder holding Common Securities to be registered in
a registration statement, promptly incorporate in a prospectus, prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such managing
underwriter or underwriters, such agent or such Holder may reasonably specify
should be included therein relating to the terms of the sale of the Common
Securities included thereunder, including, without limitation, information with
respect to the number if shares of Common Securities being sold by such
Stockholder or agent or to such underwriters, the name and description of such
Stockholder, the offering price of such Common Securities and any discount,
commission or other compensation payable in respect thereof, the purchase price
being paid therefor by such underwriters and with respect to any other terms of
the offering of the Common Securities to be sold in such offering, and make all
required filings of such prospectus, prospectus supplement or post-effective
amendment promptly after notification of the matters to be incorporated in such
prospectus, prospectus supplement or post-effective amendment;



          (f) furnish to each seller of Common Securities and to each underwriter
such number of copies of the registration statement and the prospectus included
therein (including each preliminary prospectus) as such persons reasonably may
request in order to facilitate the public sale or other disposition of the
Common Securities covered by such registration statement;



          (g) use its best efforts to register or qualify the Common Securities
covered by such registration statement under the securities or “blue sky” laws
of such jurisdictions as the sellers of Common Securities or, in the case of an
underwritten public offering, the managing underwriter reasonably shall
request, provided, however, that the Company shall not for any such purpose be
required to qualify generally to transact business as a foreign corporation in
any jurisdiction where it is not so qualified or to consent to general service
of process in any such jurisdiction;



          (h) use its best efforts to list the Common Securities covered by such
registration statement with any securities exchange on which the Common Stock
of the Company is then listed;



          (i) immediately notify each seller of Common Securities and each
underwriter under such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the prospectus contained 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 light of the circumstances then existing;



11









 





          (j) if the offering is underwritten and at the request of any seller of
Common Securities, furnish on the date that Common Securities are delivered to
the underwriters for sale pursuant to such registration: (i) an opinion dated
such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters and to such seller, stating that
such registration statement has become effective under the Securities Act and
that (A) to the best knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Securities Act, (B)
the registration statement, the related prospectus and each amendment or
supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters or by
such seller or its counsel and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion
of such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to
the period ending no more than five business days prior to the date of such
letter) with respect to such registration as such underwriters reasonably may
request;



          (k) make available for inspection by each seller of Common Securities, any
underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such seller
or underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement; and



          (l) otherwise comply with all applicable rules and regulations of the
Commission, and make available to the Stockholders, as soon as practicable, but
in any event not later than 18 months after the effective date of such
registration statement, an earnings statement covering a period of at least
twelve months which shall satisfy the provisions of Section 6(a) of the
Securities Act (including, at the option of the Company, pursuant to Rule 158
thereunder).



     For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of
distribution of Common Securities in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Common Securities in any other registration shall be deemed to extend until
the earlier of the sale of all Common Securities covered thereby and 120 days
after the effective date thereof.



     In connection with each registration hereunder, the sellers of Common
Securities will furnish to the Company in writing such information with respect
to themselves and the proposed distribution by them as reasonably shall be
necessary in order to assure compliance with federal and applicable state
securities laws.



12









 





     In connection with each registration pursuant to Sections 4, 5 or 6
covering an underwritten public offering, the Company and each seller agree to
enter into a written agreement with the managing underwriter selected in the
manner herein provided 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 Company’s size and investment stature.



     8. Expenses. All expenses incurred by the Company in complying with
Sections 4, 5 and 6, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel and independent
public accountants for the Company, fees and expenses (including counsel fees)
incurred in connection with complying with state securities or “blue sky” laws,
fees of the National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars and costs of insurance, but excluding
any Selling Expenses, are called “Registration Expenses.” All underwriting
discounts and selling commissions applicable to the sale of Common Securities
and fees and disbursements of counsel for the participating Preferred
Stockholders are called “Selling Expenses.”



     The Company will pay all Registration Expenses in connection with each
registration statement under Sections 4, 5 or 6, provided, that expenses in
excess of $15,000 of any special audit required in connection with a
registration effected pursuant to Section 4 shall be borne by the participating
sellers in proportion to the number of shares sold by each such participating
seller. All Selling Expenses in connection with each registration statement
under Sections 4, 5 or 6 shall be borne by the participating sellers in
proportion to the number of shares sold by each, or by such participating
sellers other than the Company (except to the extent the Company shall be a
seller) as they may agree, provided, however, that the Company will pay the
Selling Expenses in connection with the selection of one special counsel for
the participating sellers up to a maximum of $20,000. In the event that
holders of the Series E Restricted Stock demand a registration pursuant to
Section 4(a)(2), or Section 6, the holders of Series E Restricted Stock shall
select the special counsel. In the event the holders of Preferred Restricted
Stock request a registration pursuant to Section 4(a)(1) or Section 6 then the
majority of all participating sellers shall select the special counsel.



     9. Indemnification and Contribution.



          (a) In the event of a registration of any of the Common Securities under
the Securities Act pursuant to Sections 4, 5 or 6, the Company will indemnify
and hold harmless each seller of such Common Securities thereunder, each
underwriter of such Common Securities thereunder and each other person, if any,
who controls such seller or underwriter within the meaning of the Securities
Act (each an “Indemnified Person”), against any losses, claims, damages or
liabilities, joint or several, to which such Indemnified Person may become
subject under the Securities Act 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 Common Securities
were registered under the Securities Act pursuant to Sections 4, 5 or 6, 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



13









 





misleading, and will reimburse each such Indemnified Person 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 the Company will not be liable to any such Indemnified Person in
any such case if and to the extent that 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 such Indemnified Person in writing specifically for
use in such registration statement or prospectus.



          (b) In the event of a registration of any of the Common Securities under
the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Common
Securities thereunder, severally and not jointly, will indemnify and hold
harmless the Company, each person, if any, who controls the Company within the
meaning of the Securities Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several, to which
the Company or such officer, director, underwriter or controlling person may
become subject under the Securities Act 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 the registration statement under which such Common Securities
was registered under the Securities Act pursuant to Sections 4, 5 or 6, 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 reimburse
the Company and each such officer, director, underwriter and controlling person
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 such seller will be liable hereunder in any such case
if and only to the extent that 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 made in reliance upon and in conformity with
information pertaining to such seller, as such, furnished in writing to the
Company by such seller specifically for use in such registration statement or
prospectus, and provided, further, however, that the liability of each seller
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 sold by such seller under such registration statement bears
to the total public offering price of all securities sold thereunder, but not
in any event to exceed the net proceeds (after underwriter discounts and
commissions) received by such seller from the sale of Common Securities covered
by such registration statement.



          (c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, 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 omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 9 and shall only relieve
it from any liability which it may have to such indemnified party under this
Section 9 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 it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in and, to the



14









 





extent it shall wish, to assume and undertake the defense thereof with
counsel 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 9 for any legal 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 reasonably concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the indemnifying
party or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of 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
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.



          (d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any holder
of Common Securities exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification pursuant to this
Section 9 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification may
not be enforced in such case notwithstanding the fact that this Section 9
provides for indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of any such selling holder or any
such controlling person in circumstances for which indemnification is provided
under this Section 9; then, and in each such case, the Company and such holder
will contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand
and the sellers of Common Securities on the other hand; provided, however,
that, in any such case, (A) no such holder will be required to contribute any
amount in excess of the public offering price of all such Common Securities
offered by it pursuant to such registration statement (excluding underwriter
discounts and commissions); and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by one party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.



     10. Changes
in Common Stock or Preferred Stock. If, and as often as,
there is any change in the Common Stock or the Preferred Stock by way of a
stock split, stock dividend, combination or reclassification, or through a
merger, consolidation, reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the provisions hereof so that
the rights and privileges granted hereby shall continue with respect to the
Common Stock or the Preferred Stock as so changed.



15









 





     11. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit
the sale of the Common Securities to the public without registration, at all
times after 90 days after any registration statement covering a public offering
of securities of the Company under the Securities Act shall have become
effective, the Company agrees to:



          (a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;



          (b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and



          (c) furnish to each holder of Common Securities forthwith upon request a
written statement by the Company 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 the Company, and such
other reports and documents so filed by the Company as such holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing such holder to sell any Common Securities without
registration.



     12. Representations
and Warranties of the Company. The Company represents
and warrants to the Stockholders as follows:



          (a) the execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will
not violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or By-laws of the Company or any
provision of any indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of the Company; and



          (b) this Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms.



     13. Miscellaneous.



          (a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto (including without
limitation transferees of any Common Securities), whether so expressed or not,
provided, however, that registration rights conferred herein on the holders of
Preferred Shares or Common Securities shall only inure to the benefit of a
transferee of Preferred Shares or Common Securities if (i) there is transferred
to such transferee at least 100,000 shares of Preferred Stock or Common
Securities, (ii) there is transferred to such transferee all of the shares of
Preferred Stock or Common Securities held by the transferor, (iii) such
transferee is an Affiliate of a party hereto, (iv) such transferee or
transferees are stockholders, members or partners of a party hereto, or (v)
with respect to Dell USA L.P., such transferee is the Dell Foundation.



16









 





          (b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be delivered in person, mailed by certified or
registered mail, return receipt requested, or sent by telecopier or telex with
confirmation of receipt, addressed as follows:




if to the Company or any other party hereto, at the address
of such party set forth in the Purchase Agreement;




if to any subsequent holder of Preferred Shares or Common
Securities, to it at such address as may have been furnished
to the Company in writing by such holder;



or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of a holder of Preferred
Shares and Common Securities) or to the holders of Preferred Shares or Common
Securities (in the case of the Company) in accordance with the provisions of
this paragraph.



          (c) This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without giving effect to the principles of
conflict of laws thereof.



          (d) This Agreement may not be amended or modified, and no provision hereof
may be waived, without the written consent of (i) the Company, (ii) the holders
of at least two-thirds of the outstanding shares of Series A Restricted Stock,
Series B Restricted Stock, Series C Restricted Stock and Series D Restricted
Stock, voting as a class and (iii) the holders of at least two thirds of the
outstanding shares of Series E Restricted Stock.



          (e) Notwithstanding anything to the contrary contained in this Agreement,
no rights under this Agreement may be assigned unless the assignee agrees in
writing, in form and substance satisfactory to the Company, to be bound by the
terms of this Agreement to the same extent and in the same manner as the
assignor, a copy of which agreement or counterpart signature pages to this
Agreement shall be maintained on file with the Secretary of the Company and
shall include the address of such assignee to which notices hereunder shall be
sent. Following any such addition of a party to this Agreement, the Company
shall cause Schedule I to this Agreement to be revised and such updated
schedule shall bear a notation indicating the date of revision. Any such
addition of a party to this Agreement and revision of Schedule I to this
Agreement shall not constitute an amendment of this Agreement and the
requirements of Section 13(d) hereto shall not be implicated.



          (f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



          (g) The obligations of the Company to register Common Securities under
Sections 4, 5 or 6 shall terminate on the fifteenth anniversary of the date of
this Agreement.



          (h) If requested in writing by the underwriters for the initial
underwritten public offering of securities of the Company, each holder of
Common Securities who is a party



17









 





to this Agreement shall agree not to sell publicly any shares of Common
Securities or any other shares of Common Stock (other than shares of Common
Securities or other shares of Common Stock being registered in such offering),
without the consent of such underwriters, for a period of not more than 180
days following the effective date of the registration statement relating to
such offering; provided, however, that all persons entitled to registration
rights with respect to shares of Common Stock who are not parties to this
Agreement, all other persons selling shares of Common Stock in such offering,
all persons holding in excess of 1% of the capital stock of the Company on a
fully diluted basis and all executive officers and directors of the Company
shall also have agreed not to sell publicly their Common Stock under the
circumstances and pursuant to the terms set forth in this Section 13(h).



          (i) Notwithstanding the provisions of Section 7(a), the Company’s
obligation to file a registration statement, or cause such registration
statement to become and remain effective, shall be suspended for a period not
to exceed 90 days (or 60 days for registration statements on Form S-3) in any
24-month period if there exists at the time material non-public information
relating to the Company which, in the good faith judgment of the Company’s
Board of Directors (which resolution evidencing such determination shall be
certified by the Secretary or other appropriate officer of the Company), should
not be disclosed.



          (j) So long as any of the registration rights under this Agreement remains
in effect, the Company shall not grant to any third party any registration
rights more favorable than or inconsistent with any of those contained herein,
unless (i) with respect to the registration rights of the Preferred Restricted
Stock (excluding the Series E Restricted Stock) all the holders thereof are
given the option to receive equivalent registration rights and holders of at
least two-thirds of the then outstanding Preferred Restricted Stock (excluding
the Series E Restricted Stock) accept such option and (ii) with respect to the
Registration Rights of the Series E Restricted Stock, all holders of the then
outstanding Series E Restricted Stock are given the option to receive
equivalent registration rights and holders of at least two-thirds of the then
outstanding Series E Restricted Stock accept such option.



          (k) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.



     14. Prior Rights Agreement Superseded. Pursuant to Section 13(d) of the
Prior Rights Agreement, the Prior Rights Agreement and any and all other
agreements governing the registration rights of the parties hereto are hereby
amended and restated in their entirety to be read as set forth in this
Agreement.



[SIGNATURE PAGES FOLLOW]




18









 








     IN WITNESS WHEREOF, the undersigned parties have executed this Agreement
as of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	BLACKBOARD INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael Chasen
	 	 	 	 	
 
	 	 	 	 	Michael Chasen
	 	 	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	SERIES E HOLDERS:
	 
	 	 	 	 	 	 
	 	 	OAK HILL CAPITAL PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 	 	By: OHCP GenPar, L.P., General Partner
	 	 	By: OHCP MGP, LLC, General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Kevin G. Levy
	 	 	 	 	
 
	 	 	Name:	 	Kevin G. Levy
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	Address:	 	201 Main Street, Suite 3100
	

	 	 	 	 	 	Fort Worth, Texas 76102
	 
	 	 	 	 	 	 
	 	 	OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
	 
	 	 	 	 	 	 
	 	 	By: OHCP GenPar, L.P., General Partner
	 	 	By: OHCP MGP, LLC, General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Kevin G. Levy
	 	 	 	 	
 
	 	 	Name:	 	Kevin G. Levy
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	Address:	 	201 Main Street, Suite 3100
	

	 	 	 	 	 	Fort Worth, Texas 76102







[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]




 









 








	 	 	 
	

	 	FOUNDERS:
	 
	 	 
	

	 	/s/ Michael L. Chasen
	

	 	
 
	

	 	Michael L. Chasen
	 
	 	 
	

	 	/s/ Matthew L. Pittinsky
	

	 	
 
	

	 	Matthew L. Pittinsky
	 
	 	 
	

	 	/s/Daniel Cane
	

	 	
 
	

	 	Daniel Cane







[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]




 









 








	 	 	 	 	 
	 	 	NOVAK BIDDLE VENTURE PARTNERS, L.P.
	 
	 	 	 	 
	 	 	By: NOVAK BIDDLE COMPANY II, LLC, its
	 	 	General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Its:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	NOVAK BIDDLE VENTURE PARTNERS II, L.P.
	 
	 	 	 	 
	 	 	By: NOVAK BIDDLE COMPANY II, LLC, its
	 	 	General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	Name:	 	 
	

	 	 	 	
 
	

	 	Its:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	INTERNET CAPITAL GROUP, INC.,
	 	 	successor to Internet Capital Group, L.L.C.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Douglas A. Alexander
	

	 	 	 	
 
	

	 	Name:
	 	Douglas A. Alexander
	

	 	Its:
	 	Managing Director
	 
	 	 	 	 
	 	 	ICG HOLDINGS, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Douglas A. Alexander
	

	 	 	 	
 
	

	 	Name:
	 	Douglas A. Alexander
	

	 	Its:
	 	VP







[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]




 









 








	 	 	 	 	 
	 	 	AURORA VENTURES II, LLC,
	 
	 	 	 	 
	 	 	By: AURORA MANAGEMENT II, INC., its Manager
	 
	 	 	 	 
	

	 	By:
	 	  /s/ M. Scott Albert
	

	 	 	 	
 
	

	 	 	 	Name: M. Scott Albert
	

	 	 	 	Its:
	 
	 	 	 	 
	 	 	HARBINGER/AURORA QP VENTURE FUND, L.L.C.
	 
	 	 	 	 
	 	 	By: HARBINGER/AURORA VENTURES, L.L.C., its Manager
	 
	 	 	 	 
	

	 	By:
	 	  /s/ M. Scott Albert
	

	 	 	 	
 
	

	 	 	 	Name: M. Scott Albert
	

	 	 	 	Its:
	 
	 	 	 	 
	 	 	HARBINGER/AURORA VENTURE FUND, L.L.C.
	 
	 	 	 	 
	 	 	By: HARBINGER/AURORA VENTURES, L.L.C., its Manager
	 
	 	 	 	 
	

	 	By:
	 	  /s/ M. Scott Albert
	

	 	 	 	
 
	

	 	 	 	Name: M. Scott Albert
	

	 	 	 	Its:
	 
	 	 	 	 
	 	 	CARLYLE VENTURE PARTNERS, L.P.,
	 	 	a Delaware limited partnership
	 
	 	 	 	 
	 	 	By: TCG VENTURES, LTD., its General Partner
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Robert Grady
	

	 	 	 	
 
	

	 	 	 	Name: Robert Grady
	

	 	 	 	Its: Managing Director







[SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]




 









 








	 	 	 	 	 
	 	 	CARLYLE U.S. VENTURE PARTNERS, L.P., a
	 	 	Delaware limited partnership
	 
	 	 	 	 
	 	 	By: TCG VENTURES, L.L.C., its General Partner
	 
	 	 	 	 
	 	 	By: TCG HOLDING, L.L.C., its Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert Grady
	

	 	 	 	
 
	

	 	 	 	Name: Robert Grady
	

	 	 	 	Its: Managing Director
	 
	 	 	 	 
	 	 	CARLYLE VENTURE COINVESTMENT, L.L.C., a
	 	 	Delaware limited partnership
	 
	 	 	 	 
	 	 	By: TCG VENTURES, L.L.C., its Manager
	 
	 	 	 	 
	 	 	By: TCG HOLDING, L.L.C., its Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert Grady
	

	 	 	 	
 
	

	 	 	 	Name: Robert Grady
	

	 	 	 	Its: Managing Director
	 
	 	 	 	 
	 	 	C/S VENTURE INVESTORS, L.P.,
	 	 	a Delaware limited partnership
	 
	 	 	 	 
	 	 	By: TCG VENTURES, LTD., its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert Grady
	

	 	 	 	
 
	

	 	 	 	Name: Robert Grady
	

	 	 	 	Its: Managing Director
	 
	 	 	 	 
	 	 	MERRILL LYNCH KECALP L.P. 1999, a
	 	 	Delaware limited partnership
	 
	 	 	 	 
	 	 	By: KECALP INC., it General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Edward J. Higgins
	

	 	 	 	
 
	

	 	 	 	Name: E. J. Higgins
	

	 	 	 	Its: VP







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	 	 	KECALP INC. AS NOMINEE FOR
	 	 	MERRILL LYNCH KECALP
	 	 	INTERNATIONAL L.P. 1999, a
	 	 	Cayman Islands limited partnership
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Edward J. Higgins
	

	 	 	 	
 
	

	 	 	 	Name: E. J. Higgins
	

	 	 	 	Its: VP
	 
	 	 	 	 
	 	 	COLLEGE ENTERPRISES, INC.
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Harry Edelson
	

	 	 	 	
 
	

	 	 	 	Name: Harry Edelson
	

	 	 	 	Its: Chairman
	 
	 	 	 	 
	 	 	EDELSON IV, L.P.
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Harry Edelson
	

	 	 	 	
 
	

	 	 	 	Name: Harry Edelson
	

	 	 	 	Its: General Partner
	 
	 	 	 	 
	 	 	ANTEAUS ENTERPRISES, INC.
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Frederick W. Beinecke
	

	 	 	 	
 
	

	 	 	 	Name: Frederick W. Beinecke
	

	 	 	 	Its: President
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Stan Henry
	

	 	 	 	
 
	

	 	 	 	Name: Stan Henry
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Dara Schlessinger
	

	 	 	 	
 
	

	 	 	 	Name: Dara Schlessinger
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Louis Sito
	

	 	 	 	
 
	

	 	 	 	Name: Louis Sito







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	 	 	DRW VENTURE PARTNERS LP
	 
	 	 	 	 
	 	 	By: Dain Rauscher Corporation, its general partner
	 
	 	 	 	 
	

	 	By:
	 	  /s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Its:
	 
	 	 	 	 
	 	 	DELL USA L.P.
	 
	 	 	 	 
	 	 	By: Dell Gen. P. Corp., its General Partners
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Paul Legris
	

	 	 	 	
 
	

	 	 	 	Name: Paul Legris
	

	 	 	 	Its: Portfolio Manager
	 
	 	 	 	 
	 	 	KAPLAN, INC.
	 
	 	 	 	 
	

	 	By:
	 	  /s/ [signature illegible]
	

	 	 	 	
 
	 	 	Name:
	 	 	Its:
	 
	 	 	 	 
	 	 	MICROSOFT CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Amar Nehru
	

	 	 	 	
 
	 	 	Name: Amar Nehru
	 	 	Its: Vice President Corporate Development
	 
	 	 	 	 
	 	 	MORGAN KEEGAN OPPORTUNITY FUND, L.P.
	 
	 	 	 	 
	 	 	By: Merchant Bankers, Inc., its general partner
	 
	 	 	 	 
	

	 	By:
	 	  /s/ Stephen P. Laffey
	

	 	 	 	
 
	 	 	Name: Stephen P. Laffey
	 	 	Its: Vice President, Merchant Bankers, Inc., G.P.







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	 	 	MORGAN KEEGAN EMPLOYEE INVESTMENT
	 	 	FUND, L.P., CLASS A SUB ACCOUNT
	 
	 	 	 	 
	 	 	By: Merchant Bankers, Inc., its general partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Stephen P. Laffey
	

	 	 	 	
 
	 	 	Name: Stephen P. Laffey
	 	 	Its: Vice President, Merchant Bankers, Inc., G.P.
	 
	 	 	 	 
	 	 	Akin Gump Investment Partners 2000, L.P.
	 
	 	 	 	 
	 	 	By: Akin Gump Investment Management, LLC, its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Eliot Raffkind
	

	 	 	 	
 
	 	 	Name: Eliot Raffkind
	 	 	Its: Manager
	 
	 	 	 	 
	 	 	PEARSON INVESTMENT HOLDINGS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ John Fallon
	

	 	 	 	
 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	AMERICA ONLINE, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	 	 	Name:
	 	 	Title:







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     IN WITNESS WHEREOF, the undersigned parties have executed this Third
Amended and Restated Registration Rights Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	BLACKBOARD INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	

	 	By	 	 	 	 
	 	 	 	 	
 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Its:	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	SERIES E HOLDERS:	 	/s/ Susan Jaffe Taxel
	 	 	
 
	 	 	Susan Jaffe Taxel, an individual
	 
	 	 	 	 	 	 
	 	 	GATTO FAMILY TRUST
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Daniel J. Gatto
	 	 	 	 	
 
	 	 	Daniel J. Gatto, Trustee
	 
	 	 	 	 	 	 
	 	 	L&E NEVADA LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 
	 	 	By: IRVEL, INC., General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Daniel J. Gatto
	 	 	 	 	
 
	 	 	Daniel J. Gatto
	 
	 	 	 	 	 	 
	 	 	JACK JAFFE SEPARATE PROPERTY TRUST DTD 10/5/99:
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Jack Jaffe
	 	 	 	 	
 
	 	 	Jack Jaffe, Trustee
	 
	 	 	 	 	 	 
	 	 	JAFFE FAMILY PARTNERSHIP
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard Jaffe
	 	 	 	 	
 
	 	 	Richard Jaffe, Partner
	 
	 	 	 	 	 	 
	 	 	JAFFE INVESTMENT GROUP, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard Jaffe
	 	 	 	 	
 
	 	 	Richard Jaffe, Member







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	 	 	STOCKHOLDER
	 
	 	 	 	 
	

	 	By:
	 	/s/ Frank A. Bonsal
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bill Brock
	

	 	 	 	
 
	

	 	 	 	Name: Bill Brock
	 
	 	 	 	 
	

	 	By:
	 	/s/ James R. Ricarelli
	

	 	 	 	
 
	

	 	 	 	Name: James R. Ricarelli
	 
	 	 	 	 
	

	 	By:
	 	/s/ Marcy Yau
	

	 	 	 	
 
	

	 	 	 	Name: Marcy Yau
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jocelyn Vick
	

	 	 	 	
 
	

	 	 	 	Name: Jocelyn Vick
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mary Ann Waikart
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Esther T. Smith
	

	 	 	 	
 
	

	 	 	 	Name: Esther T. Smith
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Raymond Welsh
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Wendy Jacobs
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Richard Jacobs
	

	 	 	 	
 
	

	 	 	 	Name:







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	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Margaret Corbit
	

	 	 	 	
 
	

	 	 	 	Name: Margaret Corbit
	 
	 	 	 	 
	

	 	By:
	 	/s/ Edward Cane
	

	 	 	 	
 
	

	 	 	 	Name: Edward Cane
	 
	 	 	 	 
	

	 	By:
	 	/s/ Sue J. Forsyth
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Jay Gilfus
	

	 	 	 	
 
	

	 	 	 	Name: Jay Gilfus
	 
	 	 	 	 
	

	 	By:
	 	/s/ Hai Lee Chi
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:







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	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Candace Forsyth
	

	 	 	 	
 
	

	 	 	 	Name: Candace Forsyth
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Ching Ho Fung
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Andrew Rosen
	

	 	 	 	
 
	

	 	 	 	Name: Andrew Rosen
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bill Janes
	

	 	 	 	
 
	

	 	 	 	Name: Bill Janes
	 
	 	 	 	 
	

	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:







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	 	By:
	 	/s/ [signature illegible]
	

	 	 	 	
 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	By:
	 	/s/ John H. Brandon
	

	 	 	 	
 
	

	 	 	 	Name: John H. Brandon







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SCHEDULE I




Series A Stockholders




	 	 	 	 	 
	 	 	Shares of Series A
	Name of Stockholders
	 	Preferred Stock*

	Ching Ho Fung
	 	 	623,243	 
	Bill Jacobs
	 	 	129,726	 
	Richard Jacobs
	 	 	16,200	 
	Wendy Sue Jacobs
	 	 	16,200	 
	Mary Anne Waikart
	 	 	121,594	 
	Raymond Welsh
	 	 	60,051	 
	Scott Welsh
	 	 	60,051	 
	Robert Hall
	 	 	30,026	 
	Hai Lee Chi
	 	 	16,213	 
	Joel Feldman
	 	 	12,014	 
	Amy Walls
	 	 	8,106	 
	Luther Bates
	 	 	8,106	 
	Marcy Yang
	 	 	8,106	 
	Edward Cane
	 	 	8,106	 
	Jason Goldklang
	 	 	8,106	 
	Jay Gilfus
	 	 	8,106	 
	Elizabeth C. Forsyth
	 	 	2,206	 
	Galey Knight
	 	 	2,207	 
	Sue Forsyth
	 	 	2,207	 
	Jocylen Vick
	 	 	2,206	 
	Margaret Corbit
	 	 	8,106	 
	Jonathan Cane
	 	 	8,106	 
	Marilyn Cane
	 	 	4,053	 
	Allen Bregman
	 	 	8,106	 
	Peter Dean
	 	 	8,106	 
	TOTAL:
	 	 	1,174,486	 







 









 






Series B Stockholders




	 	 	 	 	 
	 	 	Shares of Series B
	Name of Stockholders
	 	Preferred Stock

	Internet Capital Group, L.L.C.
	 	 	3,242,540	 
	Novak Biddle Venture Partners, L.P.
	 	 	1,378,080	 
	Aurora Ventures II, LLC
	 	 	405,315	 
	TOTAL:
	 	 	5,025,935	 







Series C Stockholders




	 	 	 	 	 
	 	 	Shares of Series C
	Name of Stockholders
	 	Preferred Stock

	Carlyle Venture Partners, L.P.
	 	 	1,518,576	 
	C/S Venture Investors, L.P.
	 	 	316,023	 
	Carlyle U.S. Venture Partners, L.P.
	 	 	201,403	 
	Carlyle Venture Coinvestment, L.L.C.
	 	 	122,426	 
	Internet Capital Group, L.L.C.
	 	 	1,392,535	 
	Novak Biddle Venture Partners, L.P.
	 	 	591,828	 
	Aurora Ventures II, LLC
	 	 	174,066	 
	Matthew Pittinsky
	 	 	15,109	 
	Michael Chasen
	 	 	21,584	 
	Andrew Rosen
	 	 	12,950	 
	Daniel Cane
	 	 	5,000	 
	Anne K. Keehn
	 	 	12,950	 
	Kaplan, Inc.
	 	 	624,591	 
	Merrill Lynch KECALP L.P.
	 	 	777,034	 
	Merrill Lynch KECALP International
L.P. 1999
	 	 	86,337	 
	Charles W. Oswald
	 	 	10,792	 
	Frank Bonsal
	 	 	10,792	 
	Bill Brock
	 	 	10,792	 
	TOTAL:
	 	 	5,904,789	 







 









 






Series D Stockholders




	 	 	 	 	 
	 	 	Shares of Series D
	Name of Stockholders
	 	Preferred Stock

	ICG Holdings, Inc.
	 	 	788,976	 
	Carlyle Venture Partners, L.P.
	 	 	258,489	 
	Carlyle U.S. Venture Partners, L.P.
	 	 	34,282	 
	Carlyle Venture Coinvestment, L.L.C.
	 	 	20,840	 
	C/S Venture Investors, L.P.
	 	 	53,793	 
	Novak Biddle Venture Partners, L.P.
	 	 	335,315	 
	Aurora Venture II, L.L.C.
	 	 	53,982	 
	Harbinger/Aurora QP Venture Fund,
L.L.C.
	 	 	26,830	 
	Harbinger/Aurora Venture Fund, L.L.C.
	 	 	17,809	 
	Merrill Lynch KECALP L.P.
	 	 	179,885	 
	Merrill Lynch KECALP International
L.P. 1999
	 	 	19,987	 
	Kaplan, Inc.
	 	 	105,288	 
	Pearson Investment Holdings, Inc.
	 	 	869,310	 
	AOL Investments
	 	 	325,992	 
	Dell USA L.P.
	 	 	325,992	 
	TOTAL:
	 	 	3,452,281	 







 









 






Series E Stockholders




	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series E	 	 
	Name of Stockholders
	 	Preferred Stock
	 	Warrant Shares

	Oak Hill Capital Partners, L.P.
	 	 	4,420,405	 	 	 	1,326,122	 
	Oak Hill Capital Management Partners, L.P
	 	 	113,344	 	 	 	34,003	 
	Microsoft Corporation
	 	 	1,813,500	 	 	 	544,050	 
	Harbinger Aurora Venture Fund, L.L.C.
	 	 	43,699	 	 	 	13,110	 
	Harbinger Aurora QP Venture Fund, L.L.C.
	 	 	63,152	 	 	 	18,946	 
	Novak Biddle Venture Partners II, L.P.
	 	 	90,675	 	 	 	27,202	 
	ICG Holdings, Inc.
	 	 	9,067	 	 	 	2,720	 
	Carlyle Venture Partners, L.P.
	 	 	127,590	 	 	 	38,289	 
	Carlyle U.S. Venture Partners, L.P.
	 	 	16,922	 	 	 	5,077	 
	Carlyle Venture Coinvestment, L.L.C.
	 	 	10,286	 	 	 	3,086	 
	C/S Venture Investors, L.P.
	 	 	26,552	 	 	 	7,966	 
	Merrill Lynch Kecalp L.P. 1999
	 	 	342,750	 	 	 	102,825	 
	Merrill Lynch Kecalp International L.P. 1999
	 	 	38,083	 	 	 	11,425	 
	Edelson IV, L.P.
	 	 	232,974	 	 	 	69,892	 
	Antaeus Enterprises, Inc.
	 	 	181,350	 	 	 	54,405	 
	Stan Henry
	 	 	37,660	 	 	 	11,298	 
	Dara Schlesinger
	 	 	37,660	 	 	 	11,298	 
	Louis Seto
	 	 	18,135	 	 	 	5,440	 
	College Enterprises, Inc.
	 	 	54,405	 	 	 	16,321	 
	DRW Venture Partners L.P.
	 	 	54,405	 	 	 	16,321	 
	Pearson Investment Holdings, Inc.
	 	 	290,160	 	 	 	87,048	 
	Morgan Keegan Opportunity Fund, L.P.
	 	 	225,781	 	 	 	67,734	 
	Morgan Keegan Employee Investment Fund, L.P.

	 	 	46,244	 	 	 	13,873	 
	
Class A Sub Account
	 	 	 
	Akin Gump Investment Partners 2000, L.P.
	 	 	45,337	 	 	 	13,601	 
	America Online, Inc.
	 	 	181,350	 	 	 	54,405	 
	Dell USA, L.P.
	 	 	18,135	 	 	 	5,440	 
	Kaplan, Inc.
	 	 	4,534	 	 	 	1,360	 
	Robert Bolling
	 	 	3,627	 	 	 	1,088	 
	Mark Cannon
	 	 	4,715	 	 	 	1,414	 
	I&E Nevada Limited Partnership
	 	 	507,780	 	 	 	152,334	 
	Jaffe Investment Group, LLC
	 	 	72,540	 	 	 	21,762	 
	Jack Jaffe Separate Property Trust dtd 10/5/99
	 	 	90,675	 	 	 	27,202	 
	Gatto Family Trust
	 	 	9,067	 	 	 	2,720	 
	Susan Jaffe Taxel
	 	 	45,337	 	 	 	13601	 
	Jaffe Family Partnership
	 	 	181,350	 	 	 	54,405	 
	Bill Janes
	 	 	9,067	 	 	 	2,720