Vista Equity Partners Fund IV, L.P. Suite 3100 Austin, TX 78701 August 29, 2014Merger Agreement • September 8th, 2014 • Amundsen Merger Sub Corp. • Electronic computers • Delaware
Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among XRS Corporation, a Minnesota corporation (the “Company”), Amundsen Holdings, LLC, a Delaware limited liability company (“you” or “Parent”), and Amundsen Merger Sub Corp., a Minnesota corporation (“Merger Sub”). Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 8th, 2014 • Amundsen Merger Sub Corp. • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 29, 2014, is by and among Amundsen Holdings, LLC, a Delaware limited liability company (“Parent”), Amundsen Merger Sub Corp., a Minnesota corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule I attached hereto (“Shareholder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 8th, 2014 • Amundsen Merger Sub Corp. • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 29, 2014, is by and among AMUNDSEN HOLDINGS, LLC, a Delaware limited liability company (“Parent”), AMUNDSEN MERGER SUB CORP., a Minnesota corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and each Person set forth on Schedule I attached hereto (each, a “Shareholder” and collectively, the “Shareholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 8th, 2014 • Amundsen Merger Sub Corp. • Electronic computers
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of XRS Corporation, a Minnesota corporation, and that this agreement may be included as an exhibit to such joint filing.
