FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 4th, 2014 • TCV Vii Lp • Electronic computers • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 29, 2014, is by and among Amundsen Holdings, LLC, a Delaware limited liability company (“Parent”), Amundsen Merger Sub Corp., a Minnesota corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule I attached hereto (“Shareholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 4th, 2014 • TCV Vii Lp • Electronic computers
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of XRS Corporation, a Minnesota corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
