ContractWarrant Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY SUCH STATE SECURITIES LAWS WHICH MAY BE APPLICABLE.
AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENTRevolving Line of Credit Loan Agreement and Security Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses • Illinois
THIS AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT ("Agreement") is made as of February 22, 2008, by and among Varsity Group Inc., a Delaware corporation, Campus Outfitters Group, LLC, a Delaware limited liability company, VarsityBooks.com, LLC, a Delaware limited liability company and CollegeImpact.com, Inc., a Delaware corporation, all having an address at 2677 Prosperity Avenue, Fairfax, Virginia 20031 (collectively, the "Borrower"); and VGI FINANCIAL CORP., a Delaware corporation (as assignee of Bank of America, N.A., a national banking corporation), having an address at 2233 West Street, River Grove, Illinois 60171-1895.
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between VARSITY GROUP INC., a Delaware corporation (the “Company”), and John Griffin (the “Executive”), effective as of the Purchase Date. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in that certain Agreement and Plan of Merger dated February 22, 2008 (“Merger Agreement”) among the Company, VGI Holdings Corp., a Delaware corporation (“Parent”), and VGI Acquisition Corp., a Delaware corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER by and among VARSITY GROUP INC., VGI HOLDINGS CORP. and VGI ACQUISITION CORP. Dated as of February 22, 2008Merger Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between VARSITY GROUP INC., a Delaware corporation (the “Company”), and Jim Craig (the “Executive”), effective as of the Purchase Date. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in that certain Agreement and Plan of Merger dated February 22, 2008 (“Merger Agreement”) among the Company, VGI Holdings Corp., a Delaware corporation (“Parent”), and VGI Acquisition Corp., a Delaware corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”).
