AGREEMENT AND PLAN OF MERGER BY AND AMONG RAPHAEL HOLDING COMPANY, RAPHAEL ACQUISITION CORP. AND RENAISSANCE LEARNING, INC. Dated as of August 15, 2011Agreement and Plan of Merger • August 16th, 2011 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS AGREEMENT AND PLAN OF MERGER is dated and effective as of August 15, 2011, by and among Raphael Holding Company, a Delaware corporation (the “Parent”), Raphael Acquisition Corp., a Wisconsin corporation and an indirect, wholly owned subsidiary of the Parent (the “Merger Sub”), and Renaissance Learning, Inc., a Wisconsin corporation (the “Company”). A glossary of defined terms is attached to this Agreement as Exhibit A.
SHAREHOLDERS AGREEMENTShareholders Agreement • August 16th, 2011 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
THIS SHAREHOLDERS AGREEMENT, dated as of August 15, 2011 (this “Agreement”), is by and among Raphael Holding Company, a Delaware corporation (“Parent”), Raphael Acquisition Corp., a Wisconsin corporation (“Merger Sub”), Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and each of the other parties signatory hereto (each a “Shareholder” and collectively the “Shareholders”).
