EXHIBIT 10.5
AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this "AGREEMENT") is made as
of December 21, 1998 (the "EFFECTIVE DATE"), by and among Real Education, Inc.,
a Colorado corporation (the "COMPANY"), each of the shareholders listed on
Schedule I attached hereto (the "COMMON SHAREHOLDERS"), each of the purchasers
of the Units listed on Schedule II-A attached hereto (the "SERIES A INVESTORS"),
each of the purchasers of the Units listed on Schedule II-B attached hereto (the
"SERIES B INVESTORS"), and each of the purchasers of the Series C Preferred
Stock, no par value, of the Company listed on Schedule III attached hereto (the
"SERIES C PURCHASERS"). The Series A Investors and Series B Investors, are
collectively referred to as the "INVESTORS." In the event less than all of the
Series C Purchasers execute this Agreement as of the Effective Date, this
Agreement shall be valid as to the parties who do execute this Agreement as of
the Effective Date. The Common Shareholders, the Series A Investors, Series B
Investors, and the Series C Purchasers are collectively referred to as the
"SHAREHOLDERS" and individually as a "SHAREHOLDER". Except as otherwise
indicated herein, capitalized terms used herein are defined in Section 1 hereof.
This Agreement amends and restates that certain Amended and Restated
Shareholders Agreement by and among the Company, the Common Shareholders, the
Series A Investors and the Series B Investors, dated as of February 2, 1998, for
the purpose of adding the Series C Purchasers as parties to such agreement, and
revising its terms to reflect their addition as shareholders of the Company and
parties to such Agreement.
BACKGROUND
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A. The Series A Investors purchased investment units ("UNITS"), each Unit
consisting of one share of Series A Convertible Preferred Stock, no par value
per share, of the Company (the "SERIES A PREFERRED"), and one Common Stock
Purchase Warrant pursuant to a Unit Purchase Agreement between the Company and
the Series A Investors dated June 11, 1997 (the "SERIES A AGREEMENT"). As
Shareholders of the Company, the Series A Investors have obtained and will
obtain substantial benefit from the Series C Purchasers' investment in the
Company.
B. The Series B Investors purchased 326,833 shares of Series B Convertible
Preferred Stock, no par value per share, of the Company (the "SERIES B
PREFERRED"), pursuant to the Share Purchase Agreement by and among the Company
and the Series B Investors dated February 2, 1998 (the "SERIES B AGREEMENT"). As
Shareholders of the Company, the Series B Investors have obtained and will
obtain substantial benefit from the Series C Purchasers' investment in the
Company.
C. The Series C Purchasers will purchase 430,540 shares of Series C
Convertible Preferred Stock, no par value per share, of the Company (the "SERIES
C PREFERRED"), pursuant to the Share Purchase Agreement by and among the Company
and the Series C Purchasers of even date herewith (the "SERIES C AGREEMENT").
The execution and delivery of this Agreement is a condition to the purchase by
the Series C Purchasers of the Series C Preferred under the Series C Agreement.
Page 1 of 16 -- Shareholders Agreement
D. Each of the Common Shareholders owns certain shares of the Company's Common
Stock, no par value per share (the "COMMON STOCK"), and as such, has obtained
and will obtain substantial benefit from the Series C Purchasers' and Investors'
investment in the Company.
E. The Company and the Shareholders desire to enter into this Agreement for
the purposes, among others, of (i) agreeing on certain representatives to be
elected to the board of directors of the Company (the "BOARD") and (ii) inducing
the Series C Purchasers to enter into the Series C Agreement and to purchase the
Series C Preferred to be issued and sold thereunder.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing Background, which is by this
reference expressly incorporated herein, the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1) DEFINITIONS.
"AFFILIATE" of a Shareholder means any other person, entity or investment
fund controlling, controlled by or under common control with such Shareholder
and any partner of a Shareholder that is a partnership.
"COMMON EQUIVALENT SHARES" means at any time as to any Shareholder the sum
of the number of shares of Common Stock held by such Shareholder at such time
and the number of shares of Common Stock issuable at such time upon conversion
of any Shareholder Shares then held by such Shareholder.
"FAMILY GROUP" means an individual's spouse and descendants (whether
natural or adopted) and any trust solely for the benefit of such individual
and/or his or her spouse and/or descendants.
"FAMILY MEMBER" means any relative by blood, adoption or marriage.
"INDEPENDENT DIRECTORS" shall mean any individual who is neither an officer
nor employee of the Company nor an Affiliate or Family Member of any such
officer or employee of the Company.
"MEDIAONE" means MediaOne Interactive Services, Inc.
"PERMITTED TRANSFEREE" shall have the meaning set forth in Section 3(b)
hereof.
"PREFERRED STOCK APPROVAL" means an affirmative vote at a meeting or by
written consent of the holders of sixty-six and two-thirds percent (66 2/3%) of
the Series A Preferred, Series B Preferred and Series C Preferred, collectively.
"PUBLIC SALE" means any sale of Shareholder Shares to the public pursuant
to an offering registered under the Securities Act or to the public through a
broker, dealer or market maker pursuant to the provisions of Rule 144 adopted
under the Securities Act.
Page 2 of 16 -- Shareholders Agreement
"PUBLIC OFFERING" means any offering by the Company of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act, or any comparable statement under any similar federal
statute then in force; provided that a Public Offering will not include an
offering made in connection with a business acquisition or pursuant to
registration on Form S-8 or any similar Form of Registration Statement.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.
"SHAREHOLDER SHARES" means (i) any Common Stock purchased or otherwise
acquired by any Shareholder, (ii) any Series A Preferred purchased or otherwise
acquired by any Shareholder, (iii) any Series B Preferred purchased or otherwise
acquired by any Shareholder, (iv) any Series C Preferred purchased or otherwise
acquired by any Shareholder, (v) any equity securities issued or issuable
directly or indirectly with respect to the Common Stock, Series A Preferred,
Series B Preferred or Series C Preferred referred to in clauses (i), (ii), (iii)
and (iv) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization, and (vi) any other shares of any class or series of capital
stock of the Company held by a Shareholder.
2) BOARD OF DIRECTORS. The following provisions shall apply during the
pendency of this Agreement:
a) The Shareholders agree that the size of the Board shall equal ten (10)
members.
b) The Shareholders further agree that the Common Shareholders shall have
the right to designate five representatives to serve on the Board (the
"COMMON SHAREHOLDERS' DESIGNEES"), that the Series A Investors shall have
the right to designate two representatives to serve on the Board (the
"SERIES A DESIGNEES"), one of whom New World Equities, Inc. will designate,
and one that the other Series A Investors shall designate, and that one of
the Series B Investors, Xxxxxxxxxxx/Xxxxxx Information Partners I, L.P.,
shall have the right to designate two representatives to serve on the Board
(the "SERIES B DESIGNEES"), and that one of the Series C Purchasers,
MediaOne or its assignee, shall have the right to designate one
representative to serve on the Board (the "SERIES C DESIGNEE"). The Common
Shareholders agree that two of the five Common Shareholders' Designees
shall be Independent Directors who are subject to Preferred Stock Approval.
c) Until the later of (a) three years from the Effective Date, or (b) the
first date when less than 83,000 shares of Series A Preferred are
outstanding (with respect to Series A designees only), or (c) the first
date when less than 195,000 shares of Series B Preferred are outstanding
(with respect to Series B designees only), or (d) the first date when less
than 133,812 shares of Series C Preferred are outstanding and held by
MediaOne or its assignee (with respect to the Series C Designee only), each
Shareholder agrees to vote all of his Shareholder Shares and any other
voting securities of the Company over which such Shareholder has voting
control and to take all other necessary or desirable actions within his
control (whether in his, her or its capacity as a shareholder, director,
member of a Board committee or officer of the Company or otherwise, and
including, without limitation, attendance at meetings in person or by proxy
for purposes of obtaining a quorum and execution of written consents in
lieu of meetings), so that the Common Shareholders' Designees, the Series A
Designees, the Series B Designees, and the Series C Designee shall be
elected to, and continue to serve on, the Board. Without limiting the
generality of the prior sentence, the
Page 3 of 16 -- Shareholders Agreement
Common Shareholders agree not to vote to remove the Series A Designees, the
Series B Designees or the Series C Designee from the Board; the Series A
Investors agree not to vote to remove the Common Shareholders' Designees,
the Series B Designees, or the Series C Designee from the Board; the Series
B Investors agree not to vote to remove the Common Shareholders' Designees,
the Series A Designees, or the Series C Designees from the Board; and the
Series C Purchasers agree not to vote to remove the Common Shareholders'
Designees, the Series A Designees, or the Series B Designees from the
Board.
d) The Board shall maintain a compensation committee (the "COMPENSATION
COMMITTEE") which will recommend the following for approval by the full
Board: management compensation; Company benefit plans; and adoption of, and
grants under, stock option plans. The Board shall also maintain an audit
committee (the "AUDIT COMMITTEE") which will be responsible for reviewing
with management of the Company and with the Company's independent auditors,
both jointly and separately, the financial controls, accounting and audit
and reporting activities of the Company, the performance of the Company's
auditors, and the capability and performance of the Company's finance
staff. As of the Effective Date, the members of the Compensation Committee
shall be, (1) Xxxxxxxxxxx Xxxxxxxx, a Series A Designee, and (2) Xxxx
Xxxxxxxxxxx , a Series B Designee, and (3) the Series C Designee (who shall
be identified from time to time by MediaOne). As of the Effective Date, the
members of the Audit Committee shall be (1) Oakleigh Xxxxxx, a Series B
Designee, (2) Xxxxxxxxxxx Xxxxxxxx, a Series A Designee and (3) the Series
C Designee (who shall be identified from time to time by MediaOne.
3) TAKE-ALONG RIGHTS.
a) At least forty (40) days prior to any proposed sale, transfer,
assignment, pledge or other disposal (each, a "TRANSFER") of Shareholder
Shares (other than a Public Sale) by any Shareholder (the "SELLER"), such
Seller shall deliver a written notice (the "SALE NOTICE") to each other
Shareholder, specifying in reasonable detail the identity of the
prospective transferee(s) and the terms and conditions of the Transfer. The
other Shareholders may elect to participate in the contemplated Transfer by
delivering written notice to the Seller within twenty (20) days after
delivery of the Sale Notice. If any of the Shareholders have elected to
participate in such Transfer (the "PARTICIPATING SHAREHOLDERS"), the Seller
and such Participating Shareholders shall be entitled to sell in the
contemplated Transfer, at the same price and on the same terms, a number of
Shareholder Shares equal to the product of (i) the quotient determined by
dividing the number of Common Equivalent Shares owned by the Participating
Shareholder by the aggregate number of Common Equivalent Shares owned by
the Seller and all Participating Shareholders participating in such sale
multiplied by (ii) the number of Shareholder Shares to be sold in the
contemplated Transfer.
For example, if the Sale Notice contemplated a sale of 100
Shareholder Shares by the Seller, and if the Seller at such
time owns 200 of the Shareholder Shares and if one
Participating Shareholder elects to participate and owns 300
of the Shareholder Shares, the Seller would be entitled to
sell 40 shares (200/500 x 100 shares) and the Participating
Shareholder would be entitled to sell 60 shares (300/500 x 100
(shares)
Page 4 of 16 -- Shareholders Agreement
The Seller covenants and agrees to use its best efforts to obtain the agreement
of the prospective transferee(s) to the participation of the Shareholders in any
contemplated Transfer, and the Seller covenants and agrees not to transfer any
of his, her or its Shareholder Shares to the prospective transferee(s) if the
prospective transferee(s) declines to allow the participation of any of the
Shareholders.
b) The restrictions contained in this Section 3 shall not apply
with respect to any Transfer of Shareholder Shares by a Common
Shareholder (i) pursuant to applicable laws of descent and
distribution or among his Family Group or (ii) among his Affiliates
(collectively referred to herein as "PERMITTED TRANSFEREES");
provided that the restrictions contained in this Section 3 shall
continue to be applicable to the Shareholder Shares after any such
Transfer and provided further that, prior to the effectiveness of
such Transfer, the transferees of such Shareholder Shares shall
have agreed in writing to be bound by the provisions of this
Agreement affecting the Shareholder Shares so transferred.
c) Subject to Section 7(i), the restrictions on the Transfer of
Shareholder Shares by the Shareholders set forth in this Section 3
shall continue until the date on which such Shareholder Shares have
been transferred in a Public Sale.
4) Legend. Each certificate evidencing Shareholder Shares and each certificate
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issued in exchange for or upon the Transfer of any Shareholder Shares (if such
shares remain Shareholder Shares as defined herein after such transfer) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON DECEMBER 21, 1998, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN THE SHARE PURCHASE AGREEMENT DATED AS OF ________, AND
THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF DECEMBER
21, 1998, BETWEEN THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS,
AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME AND THE COMPANY
RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL
SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A
COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE
HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."
The Company shall imprint such legend on certificates evidencing Shareholder
Shares outstanding prior to the date hereof. The legend set forth above shall
be removed from the certificates evidencing any shares that cease to be
Shareholder Shares in accordance with the definition thereof.
Page 5 of 16 -- Shareholders Agreement
5) TRANSFER. Prior to transferring any Shareholder Shares (other than in a
Public Sale) to any person or entity, the transferring Shareholder shall cause
the prospective transferee to execute and deliver to the Company and the other
Shareholders a counterpart of this Agreement.
6) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted Transfer
of any Shareholder Shares in violation of any provision of this Agreement shall
be void, and the Company shall not record such Transfer on its books or treat
any purported transferee of such Shareholder Shares as the owner of such shares
for any purpose.
7) MISCELLANEOUS.
a) Amendment and Waiver. Except as otherwise provided herein, no
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modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Shareholders unless such modification,
amendment or waiver is approved in writing by (i) the Company, (ii) Preferred
Stock Approval, (iii) 67% of the Series C Preferred, and (iv) the holders of a
majority of the outstanding shares of Common Stock. The Investors and Common
Shareholders, by executing this Amended and Restated Shareholders Agreement,
shall consent to the amendment, restatement, and supercession of the Amended
and Restated Shareholders Agreement, dated February 2, 1998 as originally
executed to add the Series C Purchasers as parties to this Agreement, and to
adjust all parties' rights as set forth herein. This Amended and Restated
Shareholders Agreement shall become effective as to the Company and the
Purchasers when executed by the Series C Purchasers, the Company, holders of a
majority of the outstanding shares of Common Stock and by Preferred Stock
Approval of the Series A Preferred, and the Series B Preferred, voting
collectively. The failure of any party to enforce any of the provisions of
this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
b) Severability. Whenever possible, each provision of this Agreement shall
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be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
c) Entire Agreement. Except as otherwise expressly set forth herein, this
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document embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes and preempts
any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.
d) Successors and Assigns. Except as otherwise expressly provided herein,
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this Agreement shall bind and inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto whether so
expressed or not.
e) Counterparts. This Agreement may be executed in separate counterparts,
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any one of which need not contain the signatures of more than one party, but
all such counterparts taken together shall constitute one and the same
agreement.
Page 6 of 16 -- Shareholders Agreement
f) Remedies, Enforcement, Governing Law, Venue. Any Person having rights
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under any provision of this Agreement will be entitled to enforce such rights
specifically to recover damages caused by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.
The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or other security) for
specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.
i) All questions concerning the relative rights of the Company and
its shareholders and the construction, validity and
interpretation of this Agreement and the exhibits and schedules
hereto shall be governed by and construed in accordance with
the domestic laws of the State of Colorado, without giving
effect to any choice of law or conflict of law provision or
rule (whether of the State of Colorado or any other
jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of Colorado.
ii) In the event of any claim, dispute and controversy of any
nature between or among the Shareholders, and the Company
arising out of or in connection with this Agreement or the
Company's Articles of Incorporation, as they may be amended or
restated from time to time (the "Articles"), or the
negotiation, execution, delivery, performance, nonperformance
or breach thereof (collectively, a "Dispute"), the Shareholders
and the Company shall consult and negotiate with each other in
good faith and otherwise use their respective commercially
reasonable efforts to settle such Dispute within a 45-day
period after the Dispute first arises. If the Dispute is not
resolved or settled within such 45-day period then, upon
written notice by either party to the other, the Dispute shall
be resolved by binding arbitration in Denver, Colorado in
accordance with Title 9 of the U.S. Code (United States
Arbitration Act) and the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"), as they may be
amended from time to time and as modified by this Agreement or
decision of a majority of the arbitrators. The arbitration
shall be conducted in Denver, Colorado. The Shareholders and
the Company intend that arbitration be the sole remedy
available as to matters arbitrable hereunder. An arbitration
award rendered by the arbitrators shall be final and binding on
the Shareholders and the Company and may be filed with any
court having jurisdiction over the Shareholders, the Series C
Purchasers or the Company or their property as a basis of
declaratory or other judgment and of the issuance of execution.
iii) Unless otherwise agreed, any party requesting arbitration
hereunder shall do so within 15 days after the expiration of
the 45-day negotiation period referred to in Section 7(f)(ii),
and failure by either party to request arbitration within such
period shall thereafter bar such Dispute in any forum
whatsoever. When a party timely requests arbitration hereunder,
the Dispute shall be resolved by a panel of three neutral
arbitrators to be selected as follows: the party requesting the
arbitration shall, incident to giving the notice of
arbitration, also notify the other party of the name of an
arbitrator selected from a list of qualified persons supplied
by the AAA, and the other party shall, within 20 days after
receipt of such notice, notify the party requesting arbitration
of the name of an arbitrator it has selected from such list.
The
Page 7 of 16 -- Shareholders Agreement
two arbitrators shall, within 20 days after notification of the
identity of the second arbitrator, choose a third arbitrator.
iv) The Commercial Arbitration Rules of the AAA and decisions by a
majority of the arbitration panel shall determine the rules
governing admissibility of evidence and the rules of procedure
and discovery. The action of a majority of the arbitration
panel shall govern all actions by the panel, and the
arbitrators shall render their decision promptly but in no
event more than 60 days after the conclusion of submission of
evidence. The arbitration award shall be in writing and shall
specify factual and legal basis for the award. Either party may
make application to the arbitration panel seeking injunctive
relief to maintain the status quo until such time as the
arbitration award is rendered or the Dispute is otherwise
resolved. The arbitration panel shall have the authority to
award any remedy or relief that a court of the State of
Colorado could order or grant, including specific performance
of any obligation created under the Agreement or the Articles,
issuance of an injunction or money damages, but excluding
punitive, incidental or consequential damages.
v) Each party shall pay the fees and expenses of the arbitrator
selected by it and one-half of the reasonable fees and expenses
of the third arbitrator. All other fees and expenses of each
party incurred in connection with the arbitration shall be paid
as determined by the arbitrators.
vi) The parties agree that they will not seek, in any claim under
this Agreement or the Articles, any award or judgment for
punitive damages (or any other amount awarded for the purpose
of imposing a penalty), and that if any such award or judgment
is granted, the parties agree not to seek to satisfy such award
or judgment.
vii) The arbitration panel hearing any claim under this Agreement or
the Articles shall award all costs of the proceeding, including
court costs, filing fees, travel costs of witnesses, costs of
depositions and reasonable attorney fees, to the substantially
prevailing party.
g) Notices. All notices, demands or other communication to be given or
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delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to
the recipient, sent to the recipient by reputable express courier service
(charges prepaid) or mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Company and MediaOne at the address
indicated below and to any other recipient at the address indicated on
Schedule I and Schedule II attached hereto and to any subsequent holder of
Shareholder Shares subject to this Agreement at such address as indicated by
the Company's records, or at such address or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party. The Company's address is:
Page 8 of 16 -- Shareholders Agreement
Xxxxxx X. Xxxxxxx
CEO & President
Real Education, Inc.
Building A
00000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
With a copy to:
Xxxxxx Xxxxxxx
Xxxxxx & Xxxxxxx XXX
Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxx 0000
000 00xx Xxxxxx
Xxxxxx, XX 00000-0000
MediaOne's address is:
MediaOne Interactive Services
0000 Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
ATTN: VP Business Development
and
MediaOne Interactive Services
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
ATTN: Xxxx Xxxxxxxx
with a copy to:
Xxxx X. Xxxxxxxxxx
Xxxxx & Xxxxxxx L.L.P.
One Xxxxx Center
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
h) Descriptive Headings. The descriptive headings of this Agreement are
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inserted for convenience only and do not constitute a part of this Agreement.
Use of the word "including" in this Agreement shall be by way of example
rather than limitation.
i) Termination. This Agreement shall terminate upon the consummation of a
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Public Offering.
* * * * *
Page 9 of 16 -- Shareholders Agreement
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxx
-------------------------------- ----------------------------
Xxxxx X. Xxxxxxx Xxxxxxx Xxxxx
/s/ Xxxxx Xxxx /s/ Xxxx Xxxxx
-------------------------------- ----------------------------
Xxxxx Xxxx Xxxx Xxxxx
/s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
-------------------------------- ----------------------------
Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxx
By: Xxxx X. Hulmick
Attorney-In-Fact
/s/ W X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------- ----------------------------
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxxx
NEW WORLD EQUITIES, INC. /s/ Xxxxxxx X. XxXxxxx
----------------------------
Xxxxxxx X. XxXxxxx
/s/ Xxxxxxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
By: --------------------------- ----------------------------
Its: Senior Managing Director Xxxxxx X. Xxxxxx and
--------------------------- Xxxxxxx X. Xxxxxx, JTWROS
/s/ Xxxx X Xxxxxx /s/ Xxx X. Xxxxxx
-------------------------------- ----------------------------
Xxxx X. Xxxxxx Xxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
-------------------------------- ----------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx Xxxxxxxxx
-------------------------------- ----------------------------
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx
Signature Page - Amended and Restated Shareholders Agreement
MCD VENTURE CAPITAL FUND, L.P.
/s/ Xxxxxxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
By:---------------------------- ----------------------------------
Its: Assistant Treasurer Xxxxxxx X. Xxxxxx
-------------------------------
XXXXXXXX & COMPANY SECURITIES, INC. /s/ M.E. Fine for Xxxxx X. Xxxxxxx
As Custodian for Xxxxxxx X. Xxxxxxx XXX ----------------------------------
Xxxxx X. Xxxxxxx
Xxxx Xxxx
Attorney-in-fact
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Its: Managing Director /s/ Xxx X. Xxxxxxxxxx
--------------------------- ----------------------------------
Xxx X. Xxxxxxxxxx
XXXXXXXX & CO. SECURITIES, INC.
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------
Its: Chief Financial Officer
---------------------------
SILVER FAMILY TRUST U/D/T
/s/ Xxxxxx X. Silver
-------------------------------
Xxxxxx X. Silver, Trustee
/s/ Xxxxxxxx X. Silver
-------------------------------
Xxxxxxxx X. Silver, Trustee
Signature Page - Amended and Restated Shareholders Agreement
[Signature Page to Amended and Restated Shareholders Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
REAL EDUCATION, INC.
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx, President and CEO
XXXXXXXXXXX/XXXXXX INFORMATION PARTNERS I,L.P.
By: Xxxxxxxxxxx Xxxxxx Information Partners, L.L.C., as General Partner
/s/ Oakleigh Xxxxxx
-----------------------------------
Oakleigh Xxxxxx, Co-President
MEDIAONE INTERACTIVE SERVICES, INC.
/s/ Xxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx, President
VSI HOLDING, INC.
/s/ Xxxxx X. Xxxxx
----------------------------------------
Xxxxx X. Xxxxx, Executive Vice President
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
---------------------------------------- ---------------------------
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
---------------------------------------- ---------------------------
Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Signature Page - Amended and Restated Shareholders Agreement
Signature Pages to Real Education, Inc. Series C Preferred Shareholders
Agreement
/s/ Xxxxxxx X Xxxxxx
-------------------------------------
/s/ Xxxxx X Xxxxxx
-------------------------------------
Xxxxxxx Xxxxxx & Xxxxx Xxxxxx, JTWROS
/s/ Xxxxx X Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxx Xxxxxxxx
-------------------------------------
Xxx Xxxxxxxx
H & K PARTNERS V
/s/ Xxxxxxx Xxxxxx
-------------------------------------
Xxxxxxx Xxxxxx
N. T. XXXXXXX CO. - Profit Sharing Trust
/s/ Xxxx X. Xxxxxxx - Trust Administrator
-----------------------------------------
Xxxxxx Xxxxx Xxxxxxx, Vice President
Signature Page to Shareholders Agreement
SCHEDULE I
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COMMON SHAREHOLDERS
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Xxxxxx X. Xxxxxxx
Real Education, Inc.
00000X X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx X. Xxxxxxx
00000 Xxxx Xxx
Xxxxxx, Xxxxxxxx 00000
Xxxxxxxx X. Xxxxxx
0000 X. Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxxx Xxxxxx
Real Education, Inc.
00000X X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxx
0000 X. Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxxxxx Xxxxx
00000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxx
000 Xxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Schedules to Shareholders Agreement
SCHEDULE II-A
SERIES A INVESTORS
New World Equities, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxx
Real Education, Inc.
00000X X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxx
000 Xxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxxxxxx
000 X. 00xx Xxxxxx, #0X
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx X. XxXxxxx
000 Xxxxxxxxxx
Xx Xxxxxx, Xxxxxxxx 00000
Schedules to Shareholders Agreement
SCHEDULE II-B
SERIES B INVESTORS
Xxxxxxxxxxx/Xxxxxx Information Partners I, L.P.
X.X. Xxx 000
Xxxx Xxxxxx, Xxxxxxxx 00000
Xxxxxx X Xxxxxx & Xxxxxxx X Xxxxxx
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxx
0000 Xxxxx Xxxx
Xxxxx, Xxxxxxxxx 00000
Xxxxxxx X. Xxxxxx
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
McD VENTURE CAPITAL FUND, L.P.
c/o Xxxxx Xxxxx Xxxxx, Senior Managing Director
XxXxxxxx & Co. Securities, Inc.
McDonald Investment Centre
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
XxXXXXXX & COMPANY SECURITIES, INC., Custodian
for Xxxxxxx X. Xxxxxxx XXX
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
XxXXXXXX & COMPANY SECURITIES, INC.
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Xxx X. Xxxxxx
000 X. Xxxxxx, Xxxx 00
Xxxxxx, Xxxxxxxx 00000
Xxx X. Xxxxxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Schedules to Shareholders Agreement
SILVER FAMILY TRUST, U/D/T
Xxxxxx X. Silver, Trustee
Xxxxxxxx X. Silver, Trustee
000 Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Xxxx X. Xxxxxx
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxx X. Xxxxxxxxx
0000 X. Xxxxx Xxxxxx, #00X
Xxxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxxx
00000 Xxxxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Schedules to Shareholders Agreement
SCHEDULE III
SERIES C PURCHASERS
MediaOne Interactive Services
0000 X. Xxxxxxx Xxx., Xxx. 000
Xxxxxxxxx, XX 00000
Xxxxxxxxxxx/Xxxxxx Information Partners I, L.P.
X.X. Xxx 000
Xxxx Xxxxxx, Xxxxxxxx 00000
VSI Holdings, Inc.
0000 X. Xxxxxxxx Xxxxxx
Xxxx 000
Xxxxxxxxxx Xxxxx, XX 00000-0000
New World Equities, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxxxx 00000
H & K Partners V
c/o Xxxxxxx Xxxxx & Co., L.L.C.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. and Xxxxx X. Xxxxxx
0000 Xxxxx Xxxx
Xxxxx, XX 00000
Xxxxx Xxxxxxx and Xxx Xxxxxxxx
00000 X. 00xx Xxxxx
Xxxxxx, XX 00000-0000
N.T. Xxxxxxx Company
00000 Xxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
Schedules to Shareholders Agreement
