0001169232-05-005421 Sample Contracts

AGREEMENT AND PLAN OF MERGER among LEARNING CARE GROUP, INC., A.B.C. LEARNING CENTRES LIMITED and DISCOVERY MERGER COMPANY Dated as of November 15, 2005

Agreement and Plan of Merger • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • New York

• Contract Type
  Agreement and Plan of Merger
• Filed
  November 16th, 2005
• Company
  Learning Care Group, Inc
• Industry
  Services-child day care services
• Jurisdiction
  New York

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 15, 2005, among LEARNING CARE GROUP, INC., a Michigan corporation (the “Company”), A.B.C. LEARNING CENTRES LIMITED, an Australian company (“Parent”), and DISCOVERY MERGER COMPANY, a Michigan corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

Learning Care Group, Inc. 21333 Haggerty Road, Suite 300 Novi, MI 48375 Attention: Frank Jerneycic Ladies and Gentlemen:

Learning Care Group, Inc • November 16th, 2005 • Services-child day care services • New York

• Company
  Learning Care Group, Inc
• Filed
  November 16th, 2005
• Industry
  Services-child day care services
• Jurisdiction
  New York

VOTING AGREEMENT

Voting Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • New York

• Contract Type
  Voting Agreement
• Filed
  November 16th, 2005
• Company
  Learning Care Group, Inc
• Industry
  Services-child day care services
• Jurisdiction
  New York

VOTING AGREEMENT (hereinafter called this “Agreement”), dated as of November 15, 2005, among the undersigned stockholders (the “Stockholders”) of LEARNING CARE GROUP, INC., a Michigan corporation (the “Company”), A.B.C. LEARNING CENTRES LIMITED, an Australian corporation (“Parent”), and DISCOVERY MERGER COMPANY, a Michigan corporation and wholly-owned subsidiary of Parent (“Merger Sub”).