STOCK SUBSCRIPTION AGREEMENT
Exhibit 10.10
This Stock Subscription Agreement (this “Agreement”) is dated as of June 30, 2003, between Apollo Sylvan, LLC, a Delaware limited liability company (“Apollo Sylvan LLC”), Apollo Xxxxxx XX, LLC, a Delaware limited liability company (“Apollo Xxxxxx XX LLC”, and together with Apollo Sylvan LLC, the “Purchasers”) and Educate, Inc., a Delaware corporation (“Seller”).
RECITALS
WHEREAS, the Purchasers are the holders of a Promissory Note of The Xxxxxx Group of Companies, Inc., a California limited liability company (“Xxxxxx”), in the aggregate principal amount of $35,253,632 (the “Promissory Note”);
WHEREAS, Apollo Sylvan LLC is the holder of $75,789,000 in aggregate principal amount of the 5% Convertible Subordinated Debentures due 2010 of Sylvan Learning Systems, Inc, a Delaware corporation (the “Apollo Sylvan Debentures”);
WHEREAS, Apollo Xxxxxx XX LLC is the holder of $4,211,000 in aggregate principal amount of the 5% Convertible Subordinated Debentures due 2010 of Sylvan Learning Systems, Inc, a Delaware corporation (the “Apollo Xxxxxx XX Debentures” and, together with the Apollo Sylvan Debentures, the “Debentures”);
WHEREAS, Apollo Sylvan LLC desires to purchase the number of shares of Common Stock of Seller, par value $0.01, (the “Common Shares”) in the amounts and upon the terms as set forth on Schedule A hereto, subject to the conditions set forth herein;
WHEREAS, Apollo Xxxxxx XX LLC desires to purchase the number of Common Shares in the amounts and upon the terms as set forth on Schedule A hereto, subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Purchase and Sale.
(a) The Seller hereby agrees to issue and sell to Apollo Sylvan LLC and Apollo Sylvan LLC hereby agrees to purchase from the Seller, the number of Common Shares set forth opposite its name on Schedule A. In consideration of the aforementioned sale, Apollo Sylvan agrees to deliver to the Seller (i) its portion of the Xxxxxx Note, in the aggregate principal amount of $33,399,291, (ii) $47,907,000 in aggregate principal amount of Apollo Sylvan Debentures and (iii) $18,947,196 in cash.
(b) The Seller hereby agrees to issue and sell to Apollo Xxxxxx XX LLC and Apollo Xxxxxx XX LLC hereby agrees to purchase from the Seller, the number of Common Shares set forth opposite its name on Schedule A. In consideration of the aforementioned sale, Apollo Sylvan agrees to deliver to the Seller (i) its portion of the Xxxxxx Note, in the aggregate principal amount of $1,854,341, (ii) $2,662,000 in aggregate principal amount of Apollo Xxxxxx XX Debentures and (ii) $1,052,804 in cash.
2. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto.
3. Governing Law. This Agreement shall be governed under the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.
4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the day and year first above written.
APOLLO SYLVAN, LLC | ||
a Delaware limited liability company | ||
By: |
/s/ Xxxxx Xxxxx | |
Name: |
Xxxxx Xxxxx | |
Title: |
Vice President | |
APOLLO XXXXXX XX, LLC | ||
a Delaware limited liability company | ||
By: |
/s/ Xxxxx Xxxxx | |
Name: |
Xxxxx Xxxxx | |
Title: |
Vice President | |
EDUCATE, INC. | ||
a Delaware corporation | ||
By: |
/s/ Xxxxx Xxxxx | |
Name: |
Xxxxx Xxxxx | |
Title: |
Vice President |
Schedule A
Name and Address of Purchaser |
Number of Shares of Common Stock Purchased | |
Apollo Sylvan, LLC |
40,604,613 | |
Apollo Xxxxxx XX, LLC |
2,254,383 |
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