To: Edge Acquisition, LLC The Other Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
To: Edge Acquisition, LLC The Other Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
To: Edge Acquisition, LLC The Investor Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
VOTING AGREEMENTVoting Agreement • February 1st, 2007 • Hoehn Saric Ruldolf Christopher • Services-educational services • Delaware
This Voting Agreement (this “Agreement”) is dated as of January 28, 2007, by and among Edge Acquisition Corporation, a Delaware corporation (“Acquisition Corp.”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”, and together with Acquisition Corp., the “Purchaser Parties”), and the Persons executing this Agreement as “Stockholders” on the signature page hereto (each a “Stockholder” and collectively the “Stockholders”).
Joinder to Agreement of Joint Filing Educate, Inc.Hoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services
Each of the undersigned acknowledges and agrees to be bound by that certain Agreement of Joint Filing, dated as of October 2, 2006, executed in connection with the filing of the Schedule 13D related to ownership of securities in Educate, Inc. and filed with the Securities Exchange Commission on October 2, 2006 (the “Schedule 13D”).
To: Edge Acquisition, LLC The Investor Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
Edge Acquisition LLC FORM OF SUBSCRIPTION AGREEMENTHoehn Saric Ruldolf Christopher • June 20th, 2007 • Services-educational services • New York
To: Edge Acquisition LLC c/o Sterling Capital Partners II, L.P. 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062 Attention: Tom Wippman
LIMITED LIABILITY COMPANY AGREEMENT OF EDGE ACQUISITION, LLC a Delaware limited liability companyLimited Liability Company Agreement • February 1st, 2007 • Hoehn Saric Ruldolf Christopher • Services-educational services • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”)of EDGE ACQUISITION, LLC (the “Company”), dated and effective as of January 28,2007, is adopted and executed and entered into by and among Sterling Capital Partners, L.P., Sterling Capital Partners II, L.P., Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P. and Citigroup Capital Partners II Cayman Holdings, L.P. and CGI CPE LLC (collectively, the “Investor Members”) and Steven Taslitz, R. Christopher Hoehn-Saric, Eric Becker and Merrick Elfman (collectively, the “Sterling Affiliate Members” and, together with the Investor Members, the “Members”).
To: Edge Acquisition, LLC The Investor Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
FORM OF CONTRIBUTION AGREEMENTForm of Contribution Agreement • June 20th, 2007 • Hoehn Saric Ruldolf Christopher • Services-educational services • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June __, 2007, by and between __________ (the “Member”), and Edge Acquisition, LLC, a Delaware limited liability company (the “Company”).
Restructure Holdings, LLC FORM OF SUBSCRIPTION AGREEMENT PLEASE READ CAREFULLY BEFORE SIGNINGHoehn Saric Ruldolf Christopher • June 20th, 2007 • Services-educational services • New York
To: Restructure Holdings, LLC c/o Sterling Capital Partners II, L.P. 1033 Skokie Boulevard, Suite 600 Northbrook, IL 60062 Attention: Tom Wippman
JOINDER TO CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 11th, 2006 • Hoehn Saric Ruldolf Christopher • Services-educational services
This JOINDER TO CONFIDENTIALITY AGREEMENT (this “Joinder”), dated as of the 4th day of October, 2006, from Citigroup Private Equity (“Additional Party”) for the benefit of Educate, Inc., a Delaware corporation (“Educate”), and its affiliates (collectively, with Educate, the “Educate Entities”). Capitalized terms used but not defined herein shall have the meanings set forth in the Confidentiality Agreement (as defined below).
Agreement of Joint Filing Educate, Inc.Hoehn Saric Ruldolf Christopher • October 2nd, 2006 • Services-educational services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.
FORM OF CONTRIBUTION AGREEMENTForm of Contribution Agreement • June 20th, 2007 • Hoehn Saric Ruldolf Christopher • Services-educational services • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of June __, 2007, by and between __________ (the “Member”), and Restructure Holdings, LLC, a Delaware limited liability company (the “Company”).
