ASSIGNMENT AND ASSUMPTION OF TRANSFER AGREEMENT
THIS AGREEMENT, made as of the 16 day of June, 2004, among INFOTURE LLC, a Colorado limited
liability company ("Infoture"), TERRANCE D. PAUL, an individual resident of the State of Colorado ("Paul")
and RENAISSANCE LEARNING, INC., a Wisconsin corporation (the "Company").
R E C I T A L S
The Company and Paul have entered into a Transfer Agreement dated as of June 16, 2004 (the "Transfer
Agreement") relating to the assignment by the Company to Paul of its rights in a Book and Idea, as described in
the Transfer Agreement. Unless the context requires otherwise, capitalized terms used in this Agreement which
are not otherwise defined herein shall have the meanings assigned to such terms in the Transfer Agreement.
Article 4 of the Transfer Agreement restricts Paul from Transferring the Idea unless he first offers certain first
negotiation and first refusal rights to the Company. Section 5.1 of the Transfer Agreement restricts Paul from
Transferring any Idea Application unless the transferee executes an agreement acceptable to the Company to be
bound by the provisions of Article 4 of the Transfer Agreement. Paul desires to transfer the Book and the Idea to
Infoture, which is jointly owned by Paul and his spouse. The Company has agreed to consent to such Transfer
upon the terms and conditions set forth herein, including Infoture's agreement to assume and be bound by the first
negotiation and first refusal provisions of the Transfer Agreement.
NOW, THEREFORE, in consideration of the Company's reliance hereon in consenting to the assignment of the
Idea to Infoture and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Assignment to Infoture. Paul hereby sells, assigns and transfers to Infoture all of his right, title and interest in
and to the Book and the Idea, including, without limitation, all rights to obtain and maintain any copyright and