Standard Contracts
] Shares a/ Common Stock ($.01 par value)Underwriting Agreement • October 29th, 2001 • Advisory Board Co • Services-management services • New York
Contract Type FiledOctober 29th, 2001 Company Industry Jurisdiction
RECITALSAdministrative Services Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
THE ADVISORY BOARD COMPANY 4,700,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 27th, 2015 • Advisory Board Co • Services-management services • New York
Contract Type FiledJanuary 27th, 2015 Company Industry JurisdictionThe Advisory Board Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,650,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and Royall Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes to sell to the several Underwriters an aggregate of 1,050,000 shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional 705,000 shares of Common Stock (collectively, the “Option Shares”). The term “Shares” hereunder shall mean, as the context requires, (i) the Underwritten Shares issued and sold by the Company, (ii) the Underwritten Shares and Option Shares sold by the Selling Stockholder or (iii) the Underwritten Shares a
THE ADVISORY BOARD COMPANY THE WATERGATE 600 NEW HAMPSHIRE AVENUE, N.W. WASHINGTON, D.C. 20037 May 31, 2001Stock Option Agreement • August 22nd, 2001 • Advisory Board Co
Contract Type FiledAugust 22nd, 2001 Company
RECITALSSublease Agreement • August 22nd, 2001 • Advisory Board Co • District of Columbia
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
PURSUANT TOStock Option Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
1 EXHIBIT 10.21 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into, as of July 1, 2001 and effective as of the date of the closing of the Initial Public Offering (the "Effective Date"), by and...Registration Rights Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
J.P. Morgan CREDIT AGREEMENT dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • February 10th, 2015 • Advisory Board Co • Services-management services • New York
Contract Type FiledFebruary 10th, 2015 Company Industry JurisdictionCREDIT AGREEMENT (this “Agreement”) dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and SunTrust Bank, as Co-Syndication Agents, and Citizens Bank, N.A., PNC Capital Markets LLC, Regions Bank, MUFG Union Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents.
1 EXHIBIT 10.4 NON-COMPETITION AGREEMENT This Agreement is entered into effective January 1, 1999, by and among The Corporate Executive Board Company, a Delaware corporation, including its subsidiaries, successors and assigns (collectively, "CEB"),...Non-Competition Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 25, 2001, is made and entered into by and between The Advisory Board Company (the "Company") and Frank Williams (the "Executive"). 1. EMPLOYMENT. The...Employment Agreement • October 29th, 2001 • Advisory Board Co • Services-management services • District of Columbia
Contract Type FiledOctober 29th, 2001 Company Industry Jurisdiction
EXHIBIT 10.33 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this "Agreement") is made and entered into this ____ day of October, 2001, by and between The Advisory Board Company, a Delaware corporation (the "Company"), and __________________________...Indemnification Agreement • October 29th, 2001 • Advisory Board Co • Services-management services • Delaware
Contract Type FiledOctober 29th, 2001 Company Industry Jurisdiction
R E C I T A L SStock Option Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
RECITALSAssignment of Lease • August 22nd, 2001 • Advisory Board Co • District of Columbia
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
RECITALSAdministrative Services Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
RECITALS:Cross-Indemnification Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
October 25, 2001 The Corporate Executive Board Company 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Attention: James J. McGonigle, Chairman and Chief Executive Officer Re: Non-Competition Agreement by and among The Corporate Executive Board...Non-Competition Agreement • October 29th, 2001 • Advisory Board Co • Services-management services
Contract Type FiledOctober 29th, 2001 Company IndustryRe: Non-Competition Agreement by and among The Corporate Executive Board Company, The Advisory Board Company and David G. Bradley
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 10th, 2015 • Advisory Board Co • Services-management services • New York
Contract Type FiledFebruary 10th, 2015 Company Industry JurisdictionTHIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 6, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
GUARANTYGuaranty • February 10th, 2015 • Advisory Board Co • Services-management services • New York
Contract Type FiledFebruary 10th, 2015 Company Industry JurisdictionTHIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of February 6, 2015 by and among each of the Domestic Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domestic Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2009 • Advisory Board Co • Services-management services • Delaware
Contract Type FiledNovember 9th, 2009 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”) is made as of , 20 by and between The Advisory Board Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONSAward Agreement for Non-Qualified Stock Options • September 16th, 2009 • Advisory Board Co • Services-management services
Contract Type FiledSeptember 16th, 2009 Company IndustryThis Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By executing and delivering this Award Agreement, Optionee acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Award Agreement, the Standard Terms and Conditions attached hereto and made a part hereof, and the Plan.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2013 • Advisory Board Co • Services-management services • District of Columbia
Contract Type FiledApril 8th, 2013 Company Industry JurisdictionThis Amended and Restated Employment Agreement (this “Agreement”), by and between The Advisory Board Company (the “Company”) and Robert W. Musslewhite (“Executive”), originally dated as of September 12, 2008, is amended and restated as of April 3, 2013.
GUARANTYGuaranty • August 22nd, 2001 • Advisory Board Co • District of Columbia
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
1 EXHIBIT 10.10 SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTSecured Promissory Note and Pledge Agreement • August 22nd, 2001 • Advisory Board Co
Contract Type FiledAugust 22nd, 2001 Company
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 12th, 2015 • Advisory Board Co • Services-management services • New York
Contract Type FiledJanuary 12th, 2015 Company Industry JurisdictionTHIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 9, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
R E C I T A L SLiquid Markets Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
COLLABORATION AGREEMENTCollaboration Agreement • May 30th, 2007 • Advisory Board Co • Services-management services • Delaware
Contract Type FiledMay 30th, 2007 Company Industry JurisdictionThis Collaboration Agreement (this “Agreement”) is entered into as of this 6th day of February, 2007 (the “Effective Date”) by and between The Corporate Executive Board Company, a Delaware corporation (“CEB”), and The Advisory Board Company, a Delaware corporation (“ABCO”). CEB and ABCO are sometimes hereafter referred to individually as a “Party” and together as the “Parties.”
THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITSRestricted Stock Unit Award Agreement • November 10th, 2008 • Advisory Board Co • Services-management services
Contract Type FiledNovember 10th, 2008 Company Industry
RECITALSVendor Contracts Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • March 2nd, 2005 • Advisory Board Co • Services-management services • New York
Contract Type FiledMarch 2nd, 2005 Company Industry JurisdictionThe selling stockholders listed in Schedule I (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”) propose to sell to Deutsche Bank Securities Inc. (the “Underwriter”), an aggregate of 1,682,530 shares of Common Stock, $0.01 par value (the “Common Stock,” and said number of shares of Common Stock being hereinafter called the “Securities”) of The Advisory Board Company, a Delaware corporation (the “Company”). All of the shares of Common Stock to be sold by the Selling Stockholders hereunder (the “Exercise Shares”) shall be issued by the Company to the Selling Stockholders pursuant to the exercise of certain options (the “Selling Stockholder Options”).
THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONSAward Agreement for Non-Qualified Stock Options • June 15th, 2015 • Advisory Board Co • Services-management services
Contract Type FiledJune 15th, 2015 Company IndustryThis Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By executing and delivering this Award Agreement, Optionee acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Award Agreement, the Standard Terms and Conditions attached hereto and made a part hereof, and the Plan.
THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITSRestricted Stock Unit Award Agreement • June 15th, 2015 • Advisory Board Co • Services-management services
Contract Type FiledJune 15th, 2015 Company Industry
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2008 • Advisory Board Co • Services-management services • District of Columbia
Contract Type FiledNovember 10th, 2008 Company Industry JurisdictionThis Employment Agreement (this “Agreement”) is entered into as of September 12, 2008, by and between The Advisory Board Company (the “Company”) and Robert W. Musslewhite (“Executive”).
1 EXHIBIT 10.18 EQUITY VALUE AGREEMENT THIS EQUITY VALUE AGREEMENT (the "Agreement") is made as of 31st day of October, 1997 (the "Effective Date"), by and between The Advisory Board Company, a Maryland corporation (the "Company"), and Richard...Equity Value Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
Contract Type FiledAugust 22nd, 2001 Company Jurisdiction
STOCK AND ASSET PURCHASE AGREEMENT by and between THE ADVISORY BOARD COMPANY, AVATAR HOLDCO, LLC and AVATAR PURCHASER, INC. Dated as of August 28, 2017Stock and Asset Purchase Agreement • August 29th, 2017 • Advisory Board Co • Services-management services • Delaware
Contract Type FiledAugust 29th, 2017 Company Industry JurisdictionThis STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 28, 2017, is by and among The Advisory Board Company, a Delaware corporation (the “Seller”), Avatar Holdco, LLC, a Delaware limited liability company (“Parent”), and Avatar Purchaser, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Purchaser” and, together with Parent, the “Purchaser Group”). Each of the Seller, Parent and the Purchaser are referred to herein as a “Party” and, collectively, as the “Parties.”
The Advisory Board CompanyCollaboration Agreement • February 9th, 2010 • Advisory Board Co • Services-management services
Contract Type FiledFebruary 9th, 2010 Company IndustryThis letter confirms that The Corporate Executive Board Company (“CEB”) and The Advisory Board Company (“ABCO”) have agreed to extend the Initial NP Term and the Initial EC Term (as such terms are defined in the Collaboration Agreement) through February 5, 2012 as contemplated by Sections 3.3(a) and 3.4(a) of the Collaboration Agreement, respectively, effective as of February 4, 2010.