ARTICLE I DEFINITIONSLoan Agreement • February 28th, 1997 • Advantage Learning Systems Inc • Wisconsin
OFOperating Agreement • May 14th, 1998 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
BACKGROUND:Asset Purchase Agreement • February 28th, 1997 • Advantage Learning Systems Inc • Wisconsin
EXHIBIT 10.1 June 27, 2003 Via Hand Delivery PERSONAL & CONFIDENTIAL Mr. Michael H. Baum Dear Mike: This will confirm our agreement concerning the termination of your employment with Renaissance Learning, Inc. (the "Company"). (1) Benefits to You. (A)...Termination Agreement • August 13th, 2003 • Renaissance Learning Inc • Services-prepackaged software
Exhibit 1.1 ----------- 2,800,000 Shares/1/ ADVANTAGE LEARNING SYSTEMS, INC. Common Stock PURCHASE AGREEMENT ------------------Purchase Agreement • August 26th, 1997 • Advantage Learning Systems Inc • Services-prepackaged software • Minnesota
OFFICE LEASEOffice Lease • March 16th, 1999 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
ARTICLE II REPRESENTATIONS AND WARRANTIESCredit Agreement • March 5th, 2004 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
Exhibit 10.2 SUPPLEMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 28th, 1997 • Advantage Learning Systems Inc
BACKGROUND:Employment Agreement • February 28th, 1997 • Advantage Learning Systems Inc • Washington
TAX INDEMNIFICATION AGREEMENTTax Indemnification Agreement • November 14th, 1997 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
BACKGROUNDCredit Agreement • March 18th, 1998 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
EXHIBIT 3.1 [WELLS FARGO BANK LOGO] WELLS FARGO BANK, NATIONAL ASSOCIATION FOURTH AMENDMENT ============================================================== ================== This Fourth Amendment (the "Fourth Amendment") dated as of March 1, 2002 is...Credit Agreement • May 13th, 2002 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
RECITALSCredit Agreement • March 6th, 2006 • Renaissance Learning Inc • Services-prepackaged software
1 Real Estate Mortgage Exhibit 10.15 DOCUMENT NO. ------------- Athena Holdings LLC ("Mortgagor", whether one or more) mortgages, conveys and warrants to Advantage Learning Systems, Inc. ("Lender") in consideration of the sum of Seven Million Dollars...Real Estate Mortgage • March 16th, 1999 • Advantage Learning Systems Inc • Services-prepackaged software
RECITALSCredit Agreement • March 6th, 2006 • Renaissance Learning Inc • Services-prepackaged software
1 EXHIBIT 10.5(d) WELLS FARGO BANK WISCONSIN, NATIONAL ASSOCIATION THIRD AMENDMENT This Third Amendment (the "Third Amendment") dated as of August 15, 2000 is between Wells Fargo Bank Wisconsin, National Association formerly known as Norwest Bank...Credit Agreement • March 9th, 2001 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
EXHIBIT 10.1 [NORWEST BANK LOGO] NORWEST BANK WISCONSIN, NATIONAL ASSOCIATION FIRST AMENDMENT --------------------------------------------------------------- ----------------- This First Amendment (the "First Amendment") dated as of December 18, 1998...Credit Agreement • May 12th, 2000 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
RECITALSCredit Agreement • November 9th, 2004 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
RENAISSANCE LEARNING, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 7th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
This Nonstatutory Stock Option Agreement (this “Agreement”), granted as of “Date,” is between Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and John R. Hickey (the “Participant”).
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • January 25th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Delaware
THIS STOCKHOLDERS VOTING AGREEMENT (this “Agreement”) is made and entered into as of the __ day of January, 2005, among Renaissance Learning, Inc., a Wisconsin corporation (“Parent”), RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of AlphaSmart, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2007 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS INDEMNIFICATION AGREEMENT, is made as of _______, 2007 by and between Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and [Insert Name] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG RENAISSANCE LEARNING, INC., RLI ACQUISITION CORP., INC., RLI ACQUISITION SUB, LLC AND ALPHASMART, INC. Dated as of January 24, 2005Merger Agreement • January 25th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Delaware
RENAISSANCE LEARNING, INC. RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • July 7th, 2010 • Renaissance Learning Inc • Services-prepackaged software
This Agreement is made as of the ______ day of __________, 20__, by and between Renaissance Learning, Inc., a Wisconsin corporation (the “Corporation”), and _______________________________ (“Employee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RAPHAEL HOLDING COMPANY, RAPHAEL ACQUISITION CORP. AND RENAISSANCE LEARNING, INC. Dated as of August 15, 2011Merger Agreement • August 16th, 2011 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER is dated and effective as of August 15, 2011, by and among Raphael Holding Company, a Delaware corporation (the “Parent”), Raphael Acquisition Corp., a Wisconsin corporation and an indirect, wholly owned subsidiary of the Parent (the “Merger Sub”), and Renaissance Learning, Inc., a Wisconsin corporation (the “Company”). A glossary of defined terms is attached to this Agreement as Exhibit A.
SHAREHOLDERS AGREEMENTShareholders Agreement • August 16th, 2011 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS SHAREHOLDERS AGREEMENT, dated as of August 15, 2011 (this “Agreement”), is by and among Raphael Holding Company, a Delaware corporation (“Parent”), Raphael Acquisition Corp., a Wisconsin corporation (“Merger Sub”), Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and each of the other parties signatory hereto (each a “Shareholder” and collectively the “Shareholders”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2007 • Renaissance Learning Inc • Services-prepackaged software
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 1, 2006, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
Joint Filing AgreementJoint Filing Agreement • February 3rd, 2005 • Renaissance Learning Inc • Services-prepackaged software
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2005 • Renaissance Learning Inc • Services-prepackaged software
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 31, 2005, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RENAISSANCE LEARNING, INC. RESTRICTED STOCK AGREEMENT [For use with grants to non-employee directors]Restricted Stock Agreement • May 10th, 2006 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
This Restricted Stock Agreement (this “Agreement”), entered into as of “Date,” is between Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and “Name” (the “Participant”).
CREDIT AGREEMENTCredit Agreement • November 5th, 2007 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 1, 2007, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2008 • Renaissance Learning Inc • Services-prepackaged software
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 5, 2008, by and between RENAISSANCE LEARNING, INC., a Wisconsin (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 7th, 2010 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
This agreement is made and entered into as of the date set forth below by the undersigned Applicant for employment with Renaissance Learning, Inc. (together with each of its subsidiaries and affiliates, the “Company”). As a condition to consideration for employment with the Company, I agree that:
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 6th, 2006 • Renaissance Learning Inc • Services-prepackaged software
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 30, 2006, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 27th, 2011 • Renaissance Learning Inc • Services-prepackaged software
THIS AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENT (this “Amendment No. 2”) is made as of September 27, 2011, by and among Raphael Holding Company, a Delaware corporation (the “Parent”), Raphael Acquisition Corp., a Wisconsin corporation and an indirect, wholly owned subsidiary of the Parent (the “Merger Sub”), Renaissance Learning, Inc., a Wisconsin corporation (the “Company”) and the undersigned shareholders (each, a “Shareholder” and collectively the “Shareholders”).
DATED AS OF FEBRUARY 28, 2005 AMONG RENAISSANCE LEARNING, INC., GENERATION21 LEARNING SYSTEMS, LLC AND JOHN STEARNS RELATING TO ALL ISSUED AND OUTSTANDING LIMITED LIABILITY COMPANY INTERESTS OF GENERATION21 LEARNING SYSTEMS, LLCLLC Interest Purchase Agreement • March 4th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS LLC INTEREST PURCHASE AGREEMENT, dated as of February 28, 2005, is made among RENAISSANCE LEARNING, INC., a Wisconsin corporation (the “Seller”), JOHN STEARNS (the “Purchaser”), and GENERATION21 LEARNING SYSTEMS, LLC, a Wisconsin limited liability company (the “Company”).
