WARRANT TO PURCHASE PREFERRED STOCK OF BLACKBOARD INC.Warrant Agreement • June 16th, 2004 • Blackboard Inc • Services-prepackaged software • Delaware
CREDIT AGREEMENT dated as of August 4, 2010 among BLACKBOARD INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent CITIBANK, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Co-Syndication Agents and PNC BANK, NATIONAL...Credit Agreement • August 9th, 2010 • Blackboard Inc • Services-prepackaged software • New York
CREDIT AGREEMENT (this “Agreement”) dated as of August 4, 2010 among BLACKBOARD INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Co-Syndication Agents and PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
BLACKBOARD INC. AS ISSUER AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 3.250% CONVERTIBLE SENIOR NOTES DUE JULY 1, 2027 INDENTURE DATED AS OF JUNE 20, 2007Indenture • June 20th, 2007 • Blackboard Inc • Services-prepackaged software • New York
THIS INDENTURE, dated as of June 20, 2007, is between BLACKBOARD INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
SECOND LIEN CREDIT AGREEMENT dated as of October 4, 2011 among BULLDOG ACQUISITION SUB, INC. (to be merged with and into BLACKBOARD INC.), as the Borrower, The LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral...Second Lien Credit Agreement • October 11th, 2011 • Blackboard Inc • Services-prepackaged software • New York
SECOND LIEN CREDIT AGREEMENT, dated as of October 4, 2011 (this “Agreement”), among BULLDOG ACQUISITION SUB, INC., a Delaware corporation (to be merged with and into BLACKBOARD INC., a Delaware corporation (the “Company”)), the Lenders (as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (in each case, as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2006 • Blackboard Inc • Services-prepackaged software • District of Columbia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Peter Segall (“you”) and Blackboard Inc. (“Blackboard”) and is effective as of September 1, 2006.
BLACKBOARD INC. AS ISSUER AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE [•]% CONVERTIBLE SENIOR NOTES DUE JULY 1, 2027 INDENTURE DATED AS OF JUNE [•], 2007Indenture • June 13th, 2007 • Blackboard Inc • Services-prepackaged software • New York
THIS INDENTURE, dated as of June [•], 2007, is between BLACKBOARD INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
Unaudited Pro Forma Financial InformationMerger Agreement • May 7th, 2010 • Blackboard Inc • Services-prepackaged software
On March 7, 2010, Blackboard Inc. and a wholly owned subsidiary of Blackboard Inc. (collectively “Blackboard” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Saf-T-Net, Inc., a North Carolina corporation (“Saf-T-Net”) and a representative of Saf-T-Net’s former stockholders. On March 19, 2010, the Company closed its acquisition of Saf-T-Net and pursuant to the terms of the Merger Agreement, Saf-T-Net continued as the surviving corporation and a subsidiary of the Company (the “Merger”).
5,800,000 Shares Blackboard Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2004 • Blackboard Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG BLACKBOARD INC., WEBCT, INC., AND COLLEGE ACQUISITION SUB, INC. October 12, 2005Merger Agreement • October 12th, 2005 • Blackboard Inc • Services-prepackaged software • Delaware
This Agreement contemplates a merger of the Transitory Subsidiary into the Company. In such merger, the stockholders of the Company will receive cash in exchange for their capital stock of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2010 • Blackboard Inc • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between John E. Kinzer (“you”) and Blackboard Inc. (“Blackboard”).
Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2004 Stock Incentive PlanNonstatutory Stock Option Agreement • February 6th, 2007 • Blackboard Inc • Services-prepackaged software
FIRST LIEN CREDIT AGREEMENT dated as of October 4, 2011 among BULLDOG ACQUISITION SUB, INC. (to be merged with and into BLACKBOARD INC.), as the Borrower, The LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent...First Lien Credit Agreement • October 11th, 2011 • Blackboard Inc • Services-prepackaged software • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 4, 2011 (this “Agreement”), among BULLDOG ACQUISITION SUB, INC., a Delaware corporation (to be merged with and into BLACKBOARD INC., a Delaware corporation (the “Company”)), the Lenders (as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (in each case, as defined herein).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between BLACKBOARD INC., a Delaware corporation, and its Subsidiaries as the BORROWERS and SILICON VALLEY BANK, a California chartered bank, as the LENDER REVOLVING LINE OF CREDIT: $8,000,000...Loan and Security Agreement • May 4th, 2004 • Blackboard Inc • Services-prepackaged software • Virginia
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 30, 2001, but effective as of October 5, 2001, by and among SILICON VALLEY BANK, a California chartered bank, doing business in Virginia as “Silicon Valley East”, having an address of 3003 Tasman Drive, Santa Clara, California 95054 and a loan production office at 11600 Sunrise Valley Drive, Suite 400, Reston, Virginia 20191 (“Bank”) and (i) BLACKBOARD INC., a Delaware corporation, having an address at 1899 L Street, N.W., Washington, D.C. 20036 (“Company”), (ii) BLACKBOARD ACQUISITION COMPANY, LLC, a Delaware limited liability company having an address at 1899 L Street, N.W., Washington, D.C. 20036 (“Blackboard Acquisition”), (iii) BLACKBOARD CAMPUSWIDE, INC., a Delaware corporation, (iv) BLACKBOARD ICOLLEGE, INC., a Delaware corporation having an address at 1899 L Street, N..W., Washington, D.C. 20036, (v) AT&T CAMPUSWIDE ACCESS SOLUTIONS, INC., a Delaware corporation having an address at 18
70,000,000 CREDIT AGREEMENT dated as of February 28, 2006 among BLACKBOARD INC. as Borrower THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent CREDIT SUISSE, as Sole Bookrunner and Sole Lead...Credit Agreement • May 10th, 2006 • Blackboard Inc • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of February 28, 2006 (this “Agreement”), among Blackboard Inc., a Delaware Corporation, (the “Borrower”), the LENDERS from time to time party hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”), CREDIT SUISSE, as sole bookrunner and sole lead arranger (in such capacity, the “Arranger”), CREDIT SUISSE, as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT SUISSE, as documentation agent (in such capacity and together with its successors, the “Documentation Agent”).
Blackboard Inc. Nonstatutory Stock Option Agreement Granted Under Amended and Restated 2004 Stock Incentive PlanNonstatutory Stock Option Agreement • February 18th, 2011 • Blackboard Inc • Services-prepackaged software
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2004 • Blackboard Inc • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of November 9, 2001 by and between BLACKBOARD INC., a Delaware corporation (the “Company”), and Matthew Pittinsky (the “Employee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 11th, 2011 • Blackboard Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (the “Agreement”) made and entered into this [ ] day of October, 2011 by and between Bulldog Super Holdco, Inc. (f/k/a Bulldog Super Holdco, LLC), a Delaware corporation (“Super Holdco”), Bulldog Holdings, Inc. (f/k/a Bulldog Holdings, LLC), a Delaware corporation (“Holdings”) and Blackboard, Inc. (“Opco,” and together with the Super Holdco and Holdings, the “Companies,” each, a “Company”) and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2004 • Blackboard Inc • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of June 1, 2001 by and between BLACKBOARD INC., a Delaware corporation (the “Company”), and Peter Q. Repetti (the “Employee”).
REGISTRATION RIGHTS AND EARNOUT STOCK AGREEMENTRegistration Rights and Earnout Stock Agreement • January 31st, 2008 • Blackboard Inc • Services-prepackaged software • New York
This REGISTRATION RIGHTS AND EARNOUT STOCK AGREEMENT (this “Agreement”) is made on and as of January ___, 2008, by and among the individuals listed on Exhibit A attached hereto (each, a “Recipient”), and Blackboard Inc., a Delaware corporation (“Parent”).
RELEASE AGREEMENTRelease Agreement • March 1st, 2005 • Blackboard Inc • Services-prepackaged software • District of Columbia
This Release Agreement (“Agreement”) between Blackboard Inc. (“Blackboard”) and Andrew Harris Rosen (“Rosen”) is made this 7th day of December, 2004.
ARRANGEMENT AGREEMENT dated as of July 2, 2010 by and among BLACKBOARD INC., ELEPHANT ACQUISITION CORP., ELLUMINATE, INC., THE SUPPORTING SHAREHOLDERS, HOTSTART TECHNOLOGIES INC., 693899 ALBERTA LTD., 693897 ALBERTA LTD., and NASHIRALI SAMANANI, AS...Arrangement Agreement • July 7th, 2010 • Blackboard Inc • Services-prepackaged software • Alberta
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2004 • Blackboard Inc • Services-prepackaged software • Virginia
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 1, 2004, by and among SILICON VALLEY BANK, a California chartered bank, doing business in Virginia as “Silicon Valley East” (“Bank”) with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182, (ii) BLACKBOARD INC., a Delaware corporation, having an address at 1899 L Street, N.W., Washington, D.C. 20036 (“Company”), BLACKBOARD ACQUISITION COMPANY, LLC, a Delaware limited liability company having an address at 1899 L Street, N.W., Washington, D.C. 20036 (“Blackboard Acquisition”), BLACKBOARD CAMPUSWIDE, INC., a Delaware corporation, BLACKBOARD ICOLLEGE, INC., a Delaware corporation having an address at 1899 L Street, N..W., Washington, D.C. 20036, BLACKBOARD CAMPUSWIDE OF TEXAS, INC., (formerly known as AT&T Campuswide Access Solutions
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2010 • Blackboard Inc • Services-prepackaged software
The Employment Agreement by and between Blackboard Inc. and Judy Verses, which took effect July 7, 2008 (“Agreement”) is hereby amended pursuant to this Amendment to Employment Agreement (“Amendment”). This Amendment will take effect on November 14, 2008.
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • February 26th, 2009 • Blackboard Inc • Services-prepackaged software
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of the 2nd day of December, 2008, by and between WASHINGTON TELEVISION CENTER LLC, a District of Columbia limited liability company (“Landlord”) and BLACKBOARD INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among: Bulldog Holdings, LLC a Delaware limited liability company; Bulldog Acquisition Sub, Inc. a Delaware corporation; and Blackboard Inc., a Delaware corporation Dated as of June 30, 2011Merger Agreement • July 1st, 2011 • Blackboard Inc • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of June 30, 2011, by and among: Bulldog Holdings, LLC, a Delaware limited liability company (“Parent”); Bulldog Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and Blackboard Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 2nd, 2004 • Blackboard Inc • Services-prepackaged software • Virginia
THIS NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of August 30, 2004, by and among SILICON VALLEY BANK, a California chartered bank, doing business in Virginia as “Silicon Valley East” (“Bank”) with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182, (ii) BLACKBOARD INC., a Delaware corporation, having an address at 1899 L Street, N.W., Washington, D.C. 20036 (“Company”), BLACKBOARD ACQUISITION COMPANY, LLC, a Delaware limited liability company having an address at 1899 L Street, N.W., Washington, D.C. 20036 (“Blackboard Acquisition”), BLACKBOARD CAMPUSWIDE, INC., a Delaware corporation, BLACKBOARD ICOLLEGE, INC., a Delaware corporation having an address at 1899 L Street, N..W., Washington, D.C. 20036, BLACKBOARD CAMPUSWIDE OF TEXAS, INC., (formerly known as AT&T Campuswide Access Solutio
ESCROW AGREEMENTEscrow Agreement • May 10th, 2006 • Blackboard Inc • Services-prepackaged software • Delaware
This Escrow Agreement is entered into as of February 28, 2006, by and among Blackboard Inc., a Delaware corporation (the “Buyer”), Dennis Beckingham and Marc Poirier (the “Indemnification Representatives”) and American Stock Transfer & Trust Company (the “Escrow Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2011 • Blackboard Inc • Services-prepackaged software
The Employment Agreement by and between Blackboard Inc. and Judy Verses, which took effect July 7, 2008 (“Agreement”), and which was amended pursuant to a November 14, 2008 amendment is hereby further amended pursuant to this Second Amendment to Employment Agreement (“Second Amendment”). This Second Amendment will take effect on December 7, 2010.
OFFICE LEASE AGREEMENTOffice Lease Agreement • February 23rd, 2007 • Blackboard Inc • Services-prepackaged software • Washington
THIS OFFICE LEASE AGREEMENT (this “Lease”) is dated as of the 15th day of December, 2006, by and between WASHINGTON TELEVISION CENTER LLC, a District of Columbia limited liability company (“Landlord”), and BLACKBOARD INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • February 18th, 2011 • Blackboard Inc • Services-prepackaged software
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Third Amendment”) is made and entered into as of the 7th day of July, 2010, by and between WASHINGTON TELEVISION CENTER LLC, a District of Columbia limited liability company (“Landlord”) and BLACKBOARD INC., a Delaware corporation (“Tenant”).
Blackboard Inc. 1899 L Street, N.W. Washington, D.C. 20036 Credit Suisse First Boston LLC As Representative of the Several Underwriters c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, NY 10010-3629 Dear Sirs:Lock-Up Agreement • April 7th, 2004 • Blackboard Inc • Services-prepackaged software
As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in the establishment of a public market for common stock, par value $0.01 per share (the “Securities”) of Blackboard Inc., and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that from the date hereof and until 180 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • February 26th, 2009 • Blackboard Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made as of June 5, 2007, by and between WASHINGTON TELEVISION CENTER LLC, a District of Columbia limited liability company (“Landlord”), and BLACKBOARD INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2004 • Blackboard Inc • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of May 6, 2001 by and between BLACKBOARD INC., a Delaware corporation (the “Company”), and Stephen Hoffman (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2007 • Blackboard Inc • Services-prepackaged software • District of Columbia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between David Sample (“you”) and Blackboard Inc. (“Blackboard”).
SEVENTH AMENDMENT TO LEASE AGREEMENTLease Agreement • February 23rd, 2007 • Blackboard Inc • Services-prepackaged software
THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 3rd day of November, 2006, by and between 1899 L STREET TOWER LLC, a Delaware limited liability company (“Landlord”), and BLACKBOARD INC. (“Tenant”).
