AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ZOVIO INC (FORMELY KNOWN AS BRIDGEPOINT EDUCATION, INC.) Toucan Merger Sub, Inc. TM MERGER SUB, LLC TutorMe.com, Inc. AND Jonathan Sciama AS THE SHAREHOLDER REPRESENTATIVE April 3, 2019Agreement and Plan of Reorganization • May 9th, 2019 • Zovio Inc • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2019 (the “Agreement Date”) by and among ZOVIO INC (FORMERLY KNOWN AS BRIDGEPOINT EDUCATION, INC.), a Delaware corporation (“Parent”), TOUCAN MERGER SUB, INC., a California corporation and direct wholly-owned subsidiary of Parent (“Merger Sub I”), TM MERGER SUB, LLC, a California limited liability company and direct wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), TUTORME.COM, INC., a California corporation (the “Company”), and Jonathan Sciama, an individual, solely in his capacity as the Shareholder representative (the “Shareholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
