AGREEMENT AND PLAN OF MERGER BY AND AMONG ELC HOLDINGS CORPORATION, ELC ACQUISITION CORPORATION AND EXCELLIGENCE LEARNING CORPORATION DATED AS OF JULY 19, 2006Merger Agreement • July 25th, 2006 • Excelligence Learning Corp • Retail-catalog & mail-order houses • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2006 (this “Agreement”), by and among ELC Holdings Corporation, a Delaware corporation (“Parent”), ELC Acquisition Corporation, a Delaware corporation (“Merger Sub”), and Excelligence Learning Corporation, a Delaware corporation (the “Company”).
GUARANTYGuaranty • July 25th, 2006 • Excelligence Learning Corp • Retail-catalog & mail-order houses • Delaware
This GUARANTY (this “Guaranty”), dated as of July 19, 2006, is entered into by and between Excelligence Learning Corporation, a Delaware corporation (the “Company”), and Thoma Cressey Fund VIII, L.P., a limited partnership (“Guarantor”). Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement (as defined below).
