AGREEMENT AND PLAN OF MERGER Dated as of March 3, 2012 among PLATO LEARNING, INC., PROJECT CAYMAN MERGER CORP. and ARCHIPELAGO LEARNING, INC. This document is not intended to create, nor will it be deemed to create, a legally binding or enforceable...Agreement and Plan of Merger • March 5th, 2012 • Archipelago Learning, Inc. • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2012 (this “Agreement”), is among Plato Learning, Inc., a Delaware corporation (“Parent”), Project Cayman Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Archipelago Learning, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.13.
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2009 • Archipelago Learning, Inc. • Services-educational services
This Employment Agreement (this “Agreement”) is entered into as of this 12th day of October, 2009 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Martijn Tel (the “Executive”).
Second Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and David Muzzo (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated January 10, 2007, as amended by that certain letter agreement by and between the Company and the Executive dated November 21, 2008 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2011 • Archipelago Learning, Inc. • Services-educational services
This Employment Agreement (this “Agreement”) is entered into as of this 15th day of March, 2011 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Donna Regenbaum (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This Employment Agreement (this “Agreement”) is entered into as of this 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and David Muzzo (the “Executive”).
June 9, 2010 SERVICE AGREEMENT between EDUCATIONCITY LIMITED - and - SIMON BOOLEYService Agreement • June 10th, 2010 • Archipelago Learning, Inc. • Services-educational services • England and Wales
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2011 • Archipelago Learning, Inc. • Services-educational services
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of this 19th day of April, 2011 by and between Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Mark Dubrow (the “Executive”). The parties hereto previously executed that certain Employment Agreement dated as of January 3, 2011 (the “Previous Agreement”). The parties hereto are entering into this Agreement in order to amend and restate the Previous Agreement in its entirety.
SUPPORT AGREEMENTSupport Agreement • March 5th, 2012 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”).
CONFIDENTIAL November 21, 2008 Mr. David Muzzo 3400 Carlisle St. Suite 345 Dallas, Texas 75204 Dear Dave:Equity Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
Reference is hereby made to (i) that Employment Agreement (this “Agreement”) dated the 10th day of January, 2007, by and between Study Island, LLC, a Delaware limited liability company (the “Company”), and David Muzzo (the “Executive”) and (ii) that Participation Share Agreement dated [ ], 2008 (the “Equity Agreement”) by and between Study Island Holdings, LLC, a Delaware limited liability company ( “Holdings”) and the Executive. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement or the Equity Agreement, as applicable.
FIRST AMENDMENT TO THE MCEWEN RESTRICTED STOCK AWARD AGREEMENTSRestricted Stock Award Agreement • August 8th, 2011 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Amendment to the McEwen Restricted Stock Award Agreements (this “Amendment”), dated as of August 5, 2011 is by and between Archipelago Learning, Inc., a Delaware corporation (the “Company”) and Tim McEwen (the “Participant”).
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 13th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 2009 (the “Grant Date”) by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and (the “Participant”).
GUARANTY AND SECURITY AGREEMENT By STUDY ISLAND, LLC as Borrower and THE OTHER GRANTORS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION as Agent Dated as of November 16, 2007Guaranty and Security Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This GUARANTY AND SECURITY AGREEMENT dated as of November 16, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Study Island, LLC (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each, a “Grantor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Agent”).
PARTICIPATION SHARE AGREEMENT (Class B Shares and Class C Shares)Participation Share Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
THIS PARTICIPATION SHARE AGREEMENT (this “Agreement”) is made as of ___, 2008 (the “Grant Date”), by and between Study Island Holdings, LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (the “Employee”);
ONE MCKINNEY PLAZA LEASE AGREEMENT BETWEEN GAEDEKE HOLDINGS II, LTD., AS LANDLORD, AND ARCHIPELAGO LEARNING, LLC. AS TENANTLease Agreement • May 12th, 2010 • Archipelago Learning, Inc. • Services-educational services • Texas
Gaedeke Holdings II, Ltd. (“Landlord”) and Archipelago Learning, LLC, (“Tenant”), for good and valuable consideration, enter into this Lease Agreement (“Lease”) as of April 23, 2010, and effective as of the Effective Date (defined in Paragraph 1.h).
SERVICE AGREEMENT between EDUCATIONCITY LIMITED - and - RICHARD WHALLEY Weil, Gotshal & Manges One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990 www.weil.comService Agreement • March 7th, 2011 • Archipelago Learning, Inc. • Services-educational services • England and Wales
FIRST AMENDMENT TO LEASELease • October 13th, 2009 • Archipelago Learning, Inc. • Services-educational services
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into on this 17 day of January, 2008, by and between Turtle Creek Limon, LP (“Landlord”), and Study Island LLC (“Tenant”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • November 9th, 2009 • Archipelago Learning, Inc. • Services-educational services • New York
This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of November 2, 2009 (the “Effective Date”), by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages hereof, the financial institutions designated as “Lenders” on the signature pages hereof (“Lenders”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Agent”), for itself as a Lender (including as Swingline Lender) and L/C Issuer and as Agent for Lenders. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
SECOND AMENDMENT TO LEASELease • October 13th, 2009 • Archipelago Learning, Inc. • Services-educational services
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into on this day of February 2006, by and between 3400 Carlisle, Ltd. (“Landlord”) and Study Island L.L.C. (“Tenant”).
INDEMNITY AGREEMENTIndemnity Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Indemnity Agreement (“Agreement”) is made as of [ ] by and between Archipelago Learning, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2011 • Archipelago Learning, Inc. • Services-educational services • Delaware
SECURITIES PURCHASE AGREEMENT (this “ Agreement”) dated as of October 4, 2011 by and between each stockholder that is a signatory to this Agreement, (each, a “ Seller”, collectively, the “ Sellers”)) and Bulldog Super Holdco, Inc. (f/k/a Bulldog Super Holdco, LLC), a Delaware corporation (the “ Purchaser”). Capitalized terms not defined herein shall have the meanings attributed to them in the Merger Agreement (as defined below).
First Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • Delaware
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 16, 2007, by and between Study Island LLC (the “Company”) and Timothy McEwen (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties” and individually as a “Party.”
First Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and Ray Lowrey (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated September 15, 2008 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
SUPPORT AGREEMENTSupport Agreement • March 5th, 2012 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Support Agreement (the “Agreement”) is made and entered into as of March 3, 2012, by and among Plato Learning, Inc., a Delaware corporation (“Parent”), Archipelago Learning, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”).
Second Amendment to Employment AgreementEmployment Agreement • March 5th, 2010 • Archipelago Learning, Inc. • Services-educational services
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made and entered into by Archipelago Learning, LLC, a Delaware limited liability company (the “Company”), and Ray Lowrey (the “Executive”) as of February 18, 2010 for purposes of amending that certain employment agreement by and between the Company and the Executive dated September 15, 2008, as amended December 31, 2008 (the “Employment Agreement”). Terms used in this Second Amendment with initial capital letters that are otherwise not defined herein shall have the meanings ascribed to such terms in the Employment Agreement. The Company and the Executive are collectively referred to herein as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO LEASELease • October 13th, 2009 • Archipelago Learning, Inc. • Services-educational services
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into on this ___ day of October 2004, by and between 3400 Carlisle, Ltd. (“Landlord”) and Study Island L.L.P. (“Tenant”).
Second Amendment to Employment AgreementEmployment Agreement • September 3rd, 2009 • Archipelago Learning, Inc.
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into by and between Study Island, LLC, a Delaware limited liability company (the “Company”) and Cameron Chalmers (the “Executive”) as of December 31, 2008 for purposes of amending that certain employment agreement by and between the Company and the Executive dated January 10, 2007, as amended by that certain letter agreement by and between the Company and the Executive dated November 21, 2008 (the “Employment Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • September 3rd, 2009 • Archipelago Learning, Inc. • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Agreement”) is entered into as of September 2, 2009 (the “Effective Date”), by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages hereof, the financial institutions designated as “Lenders” on the signature pages hereof (“Lenders”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Agent”), for itself as a Lender (including as Swingline Lender) and L/C Issuer and as Agent for Lenders. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
TRANSFER AND CONTRIBUTION AGREEMENTTransfer and Contribution Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Transfer and Contribution Agreement (the “Agreement”) is entered into as of the ___day of November, 2009 by and among Archipelago Learning, Inc., a Delaware corporation (“ALI”), those holders of Class A Shares of Archipelago Learning Holdings, LLC, a Delaware limited liability company (the “Company”), (the “Class A Shares”) listed on Exhibit A as the Class A Shareholders (the “Class A Shareholders”), those holders of Class A-2 Shares of the Company (the “Class A-2 Shares”) listed on Exhibit B as the Class A-2 Shareholders (the “Class A-2 Shareholders”), those holders of Class B Shares of the Company granted on May 22, 2007 (the “2007 Class B Shares”) listed on Exhibit C as the 2007 Class B Shareholders (the “2007 Class B Shareholders”), those holders of Class B Shares of the Company granted on May 7, 2008 (the “2008 Class B Shares”) listed on Exhibit D as the 2008 Class B Shareholders (the “2008 Class B Shareholders”), those holders of Class B Shares of the Company granted on Janu
STOCKHOLDERS AGREEMENT by and among ARCHIPELAGO LEARNING, INC., PROVIDENCE EQUITY PARTNERS V L.P., PROVIDENCE EQUITY PARTNERS V-A L.P., CAMERON CHALMERS, DAVID MUZZO, MHT-SI, L.P., and JEANNE BODNAR Dated as of November [ ], 2009Stockholders Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • New York
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of November [ ], 2009, is made by and among Providence Equity Partners V L.P. (“PEP V”), Providence Equity Partners V-A L.P. (“PEP V-A”, and together with PEP V, the “Providence Stockholders”), Cameron Chalmers and David Muzzo (each a “Founder Stockholder” and collectively, the “Founder Stockholders”), MHT-SI, L.P. (“MHT”) and Jeanne Bodnar (“Bodnar”, and together with the Providence Stockholders, the Founder Stockholders and MHT, the “Stockholders”), and Archipelago Learning, Inc., a Delaware corporation (the “Company”).
Dear SimonAgreement to Variation • March 7th, 2011 • Archipelago Learning, Inc. • Services-educational services • England and Wales
Agreement to variation of employment agreement dated 9 June 2010 between Mr Simon Booley (the “Executive”) and EducationCity Limited (the “Company”, together with the Executive, the “Parties”) (the “Employment Agreement”)
OFFICE BUILDING LEASE between 3400 Carlisle, Ltd. as “Landlord” and Study Island, L.L.C. as “Tenant”Office Building Lease • October 13th, 2009 • Archipelago Learning, Inc. • Services-educational services • Texas
SECOND AMENDMENT TO OFFICE BUILDING LEASEOffice Building Lease • October 13th, 2009 • Archipelago Learning, Inc. • Services-educational services
THIS SECOND AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment”) is executed as of September 30, 2008 (the “Effective Date”), by Turtle Creek Limon, LP, a Texas limited partnership (“Landlord”), and Study Island, LLC, d/b/a Study Island Texas, LLC, a Delaware limited liability company (“Tenant”).
VOTING AGREEMENTVoting Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • New York
THIS VOTING AGREEMENT is made and entered into as of this [___] day of November, 2009, by and among Providence Equity Partners V L.P. (“PEP V”), Providence Equity Partners V-A L.P. (“PEP V-A”, and together with PEP V, the “Providence Stockholders”), Cameron Chalmers and David Muzzo (collectively, the “Founder Stockholders”) and MHT-SI, L.P. (“MHT”, and together with the Founder Stockholders, the “Stockholders”), and Archipelago Learning, Inc., a Delaware corporation (the “Company”).
THIRD AMENDMENT TO LEASELease • November 2nd, 2009 • Archipelago Learning, Inc. • Services-educational services
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is executed as of October 23rd, 2009 (the “Effective Date”), by Turtle Creek Limon, LP, a Texas limited partnership (successor in interest to 3400 Carlisle, Ltd.) (“Landlord”), and Archipelago Learning, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2010 • Archipelago Learning, Inc. • Services-educational services • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of June 9, 2010, is by and among: (i) Matthew Drakard, an individual residing in the United Kingdom (“MD”); (ii) Simon Booley, an individual residing in the United Kingdom (“SB”); (iii) Thomas Morgan, an individual residing in the United Kingdom (“TM” and together with MD and SB, the “Investors”); and (v) Archipelago Learning, Inc., a Delaware corporation (the “Company”, and, together with the Investors, the “Parties”). Capitalized terms used herein and not otherwise defined shall have that meaning ascribed to them in the Share Purchase Agreement by and among the Parties and Archipelago Learning Holdings UK Limited dated as of the date hereof (the “Share Purchase Agreement”).
