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, 2005Merger Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • 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:Financial Advisory Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • New York
VOTING AGREEMENTVoting Agreement • November 16th, 2005 • Learning Care Group, Inc • Services-child day care services • 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”).
