of Mandated Acceleration Shares = Acceleration Number x (Adjusted Share Price - Acceleration Price) ------------------------------------------ Acceleration Price The terms "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration...Registration Rights Agreement • August 23rd, 2000 • Plato Learning Inc • Miscellaneous publishing • Delaware
EXHIBIT 2 STOCK PURCHASE AGREEMENT DATED AS OF JULY 21, 2000Stock Purchase Agreement • August 3rd, 2000 • Plato Learning Inc • Miscellaneous publishing • California
WITNESSETHConsulting Agreement • January 28th, 2004 • Plato Learning Inc • Miscellaneous publishing • California
RECITALSVoting Agreement • September 18th, 2003 • Plato Learning Inc • Miscellaneous publishing • Delaware
RECITALSMerger Agreement • February 23rd, 2001 • Plato Learning Inc • Miscellaneous publishing • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 23rd, 2002 • Plato Learning Inc • Miscellaneous publishing • Delaware
EXHIBIT 4.3Common Stock Purchase Warrant • August 23rd, 2000 • Plato Learning Inc • Miscellaneous publishing • New York
TRO LEARNING, INC. WARRANTWarrant Agreement • January 29th, 1999 • Tro Learning Inc • Miscellaneous publishing
EXHIBIT 10.01 CREDIT AGREEMENT This Credit Agreement is dated as of December 20, 2001, is by and among PLATO LEARNING, INC., a Delaware corporation ("PLI"), PLATO, INC. ("PI"), a Delaware corporation ("PI"), CYBERED, INC., a Nevada corporation...Credit Agreement • January 29th, 2002 • Plato Learning Inc • Miscellaneous publishing • Minnesota
EXHIBIT 10.15 EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of January 1, 2001 (the "Effective Date") by and between PLATO Learning, Inc., a Delaware corporation headquartered in Minneapolis (the "Company"), and John Murray...Employment Agreement • January 29th, 2002 • Plato Learning Inc • Miscellaneous publishing • Minnesota
CONFIDENTIAL EMPLOYMENT AGREEMENT AGREEMENT, dated as of June 17, 2005 ("Effective Date") by and between PLATO Learning, Inc., a Delaware corporation headquartered in Minneapolis, Minnesota (the "Company"), and Robert J. Rueckl ("Executive")....Employment Agreement • September 9th, 2005 • Plato Learning Inc • Miscellaneous publishing • Minnesota
RECITALSAgreement and Plan of Merger • February 23rd, 2001 • Plato Learning Inc • Miscellaneous publishing • Delaware
2 LEASE AGREEMENT INDEXLease Agreement • January 17th, 2001 • Plato Learning Inc • Miscellaneous publishing
RECITALSCredit Agreement • September 9th, 2005 • Plato Learning Inc • Miscellaneous publishing • Minnesota
RECITALSCredit Agreement • March 17th, 2003 • Plato Learning Inc • Miscellaneous publishing • Minnesota
EXHIBIT 10.37 EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made effective as of January 1, 2002 (the "Effective Date") by and between PLATO Learning, Inc., a Delaware corporation headquartered in Minneapolis (the "Company"), and ((Name))...Employment Agreement • March 18th, 2002 • Plato Learning Inc • Miscellaneous publishing • Minnesota
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of January 13, 1999, among TRO Learning, Inc., a Delaware corporation (the "COMPANY"), and KA Investments LDC ("KA"), Gary S....Registration Rights Agreement • January 29th, 1999 • Tro Learning Inc • Miscellaneous publishing • New York
BY AND AMONGMerger Agreement • September 18th, 2003 • Plato Learning Inc • Miscellaneous publishing • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2001 • Plato Learning Inc • Miscellaneous publishing • New York
RECITALSVoting Agreement • February 23rd, 2001 • Plato Learning Inc • Miscellaneous publishing • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIESConvertible Preferred Stock Purchase Agreement • January 29th, 1999 • Tro Learning Inc • Miscellaneous publishing • New York
SECOND AMENDMENT TO SECURED CREDIT AGREEMENTSecured Credit Agreement • June 14th, 1999 • Tro Learning Inc • Miscellaneous publishing
ARTICLE 2. AMENDMENT OF THE LOAN AGREEMENTRevolving Loan and Security Agreement • September 4th, 1998 • Tro Learning Inc • Miscellaneous publishing
RECITALSVoting Agreement • February 23rd, 2001 • Plato Learning Inc • Miscellaneous publishing • Delaware
RECITALSDebenture Purchase Agreement • March 5th, 2001 • Plato Learning Inc • Miscellaneous publishing • Illinois
Exhibit 10.39 EMPLOYMENT SECURITY AGREEMENT THIS EMPLOYMENT SECURITY AGREEMENT ("Agreement") is entered into this 24th day of January, 2002 ("Effective Date"), between PLATO LEARNING, INC., a Delaware Corporation (the "Company"), and ((FirstName))...Employment Security Agreement • March 18th, 2002 • Plato Learning Inc • Miscellaneous publishing • Minnesota
ARTICLE ICommon Stock Investment Agreement • August 23rd, 2000 • Plato Learning Inc • Miscellaneous publishing • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2008 • Plato Learning Inc • Miscellaneous publishing • Minnesota
This Employment Agreement (the “Agreement”) is made and entered into as of November 1, 2008 (“Effective Date”) by and between PLATO Learning, Inc., a Delaware corporation headquartered in Minneapolis, Minnesota (the “Company”), and Vincent Riera (“Executive”).
2- 3 3(a) or 3(b) at any time thereafter if the Company fails to timely deliver the applicable certificates to the Warrant holder as provided in this Agreement.Common Stock Purchase Warrant • August 23rd, 2000 • Plato Learning Inc • Miscellaneous publishing • New York
401(k) PLAN SCUDDER [LOGO] ADOPTION AGREEMENT The undersigned (the "Employer") establishes or amends the (Sponsor automatically inserts employer's name) 401(k) Plan, by completing this Adoption Agreement adopting or amending the plan in the form of...401(k) Plan Adoption Agreement • August 18th, 1998 • Tro Learning Inc • Miscellaneous publishing
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2008 • Plato Learning Inc • Miscellaneous publishing • Delaware
This Amendment of Employment Agreement (the “Amendment”) is made and entered into this ___ day of ___2007, by and between James T. Lynn (the “Executive”) and PLATO Learning, Inc., a Delaware corporation (the “Company”) (collectively, the “Parties”).
AMENDED AND RESTATEDRevolving Loan and Security Agreement • January 15th, 1998 • Tro Learning Inc • Miscellaneous publishing • Illinois
1 EXHIBIT 4 CONSULTING AND NON-COMPETE AGREEMENT THIS CONSULTING AND NON- COMPETE AGREEMENT (this "Agreement") is entered into this 21st day of July, 2000, by and between PLATO, INC., a Delaware corporation ("Company"), and RICHARD F. CARLE, JR....Consulting and Non-Compete Agreement • August 3rd, 2000 • Plato Learning Inc • Miscellaneous publishing • California
SEVERANCE AND NONCOMPETITION AGREEMENT This Agreement, dated as of April 23, 1997, is made by and between TRO Learning, Inc., a Delaware corporation (the "Company"), The Roach Organization, Inc., a wholly-owned subsidiary of the Company, (hereinafter...Severance and Noncompetition Agreement • January 15th, 1998 • Tro Learning Inc • Miscellaneous publishing • Illinois
CREDIT AGREEMENTCredit Agreement • June 5th, 2007 • Plato Learning Inc • Miscellaneous publishing • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 4, 2007, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), PLATO LEARNING, INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof as borrowers (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), and each of Parent’s Subsidiaries identified on the signature pages hereof as guarantors (such Subsidiaries, together with Parent, are referred to hereinafter each and individually as
