AGREEMENT AND PLAN OF MERGER Dated as of October 21, 2015 among DF INSTITUTE, LLC, SPL MERGER CORP. and SMART PROS LTD.Merger Agreement • November 2nd, 2015 • Graham Holdings Co • Services-educational services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2015 (this “Agreement”), is among DF Institute, LLC, an Illinois limited liability company (“Parent”), SPL Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Smart Pros Ltd., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 2nd, 2015 • Graham Holdings Co • Services-educational services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of SmartPros Ltd. and (ii) agree that this Agreement 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.
SUPPORT AGREEMENTSupport Agreement • November 2nd, 2015 • Graham Holdings Co • Services-educational services • Delaware
This Support Agreement (the “Agreement”) is made and entered into as of [●], 2015, by and among DF Institute, LLC, an Illinois limited liability company (“Parent”), Smart Pros Ltd., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Holder”).
