To: Edge Acquisition, LLC The Other Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
To: Edge Acquisition, LLC The Other Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
To: Edge Acquisition, LLC The Investor Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
VOTING AGREEMENTVoting Agreement • February 1st, 2007 • Hoehn Saric Ruldolf Christopher • Services-educational services • Delaware
This Voting Agreement (this “Agreement”) is dated as of January 28, 2007, by and among Edge Acquisition Corporation, a Delaware corporation (“Acquisition Corp.”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”, and together with Acquisition Corp., the “Purchaser Parties”), and the Persons executing this Agreement as “Stockholders” on the signature page hereto (each a “Stockholder” and collectively the “Stockholders”).
Joinder to Agreement of Joint Filing Educate, Inc.Hoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services
Each of the undersigned acknowledges and agrees to be bound by that certain Agreement of Joint Filing, dated as of October 2, 2006, executed in connection with the filing of the Schedule 13D related to ownership of securities in Educate, Inc. and filed with the Securities Exchange Commission on October 2, 2006 (the “Schedule 13D”).
To: Edge Acquisition, LLC The Investor Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
LIMITED LIABILITY COMPANY AGREEMENT OF EDGE ACQUISITION, LLC a Delaware limited liability companyLimited Liability Company Agreement • February 1st, 2007 • Hoehn Saric Ruldolf Christopher • Services-educational services • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”)of EDGE ACQUISITION, LLC (the “Company”), dated and effective as of January 28,2007, is adopted and executed and entered into by and among Sterling Capital Partners, L.P., Sterling Capital Partners II, L.P., Citigroup Capital Partners II 2007 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P. and Citigroup Capital Partners II Cayman Holdings, L.P. and CGI CPE LLC (collectively, the “Investor Members”) and Steven Taslitz, R. Christopher Hoehn-Saric, Eric Becker and Merrick Elfman (collectively, the “Sterling Affiliate Members” and, together with the Investor Members, the “Members”).
To: Edge Acquisition, LLC The Investor Members Listed on Schedule BHoehn Saric Ruldolf Christopher • February 1st, 2007 • Services-educational services • Delaware
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Educate, Inc., a Delaware corporation (the “Company”), Edge Acquisition, LLC, a Delaware limited liability company (“Parent”), and Edge Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the “Interim LLC Agreement”), by and among the Members named therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement and the Interim LLC Agreement, as applicable. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub.
