June 9, 2010 SERVICE AGREEMENT between EDUCATIONCITY LIMITED - and - SIMON BOOLEYService Agreement • June 10th, 2010 • Archipelago Learning, Inc. • Services-educational services • England and Wales
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2010 • Archipelago Learning, Inc. • Services-educational services • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of June 9, 2010, is by and among: (i) Matthew Drakard, an individual residing in the United Kingdom (“MD”); (ii) Simon Booley, an individual residing in the United Kingdom (“SB”); (iii) Thomas Morgan, an individual residing in the United Kingdom (“TM” and together with MD and SB, the “Investors”); and (v) Archipelago Learning, Inc., a Delaware corporation (the “Company”, and, together with the Investors, the “Parties”). Capitalized terms used herein and not otherwise defined shall have that meaning ascribed to them in the Share Purchase Agreement by and among the Parties and Archipelago Learning Holdings UK Limited dated as of the date hereof (the “Share Purchase Agreement”).
SHARE PURCHASE AGREEMENT by and among MATTHEW DRAKARD, SIMON BOOLEY, THOMAS MORGAN and ARCHIPELAGO LEARNING HOLDINGS UK LIMITED. and ARCHIPELAGO LEARNING, INC. Dated as of June 9, 2010Share Purchase Agreement • June 10th, 2010 • Archipelago Learning, Inc. • Services-educational services • New York
This SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of June 9, 2010, is by and among: (i) Matthew Drakard, an individual residing in the United Kingdom (“MD”); (ii) Simon Booley, an individual residing in the United Kingdom (“SB”); (iii) Thomas Morgan, an individual residing in the United Kingdom (“TM”, and, together with MD and SB, the “Sellers”); and (iv) Archipelago Learning Holdings UK Limited, a United Kingdom private limited company (the “Purchaser”); and (v) Archipelago Learning, Inc. (the “Guarantor”), and, together with the Purchaser and the Sellers, the “Parties”).
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • June 10th, 2010 • Archipelago Learning, Inc. • Services-educational services • New York
This AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 9, 2010 by and among ARCHIPELAGO LEARNING, LLC (formerly known as Study Island, LLC), a Delaware limited liability company (“Borrower”), the other persons designated as a “Credit Party” on the signature pages hereof, the financial institutions designated as “Existing Lenders” on the signature pages hereof (collectively, the “Consenting Lenders”), the financial institutions designated as a “Supplemental Term Loan Lender” on the signature pages hereof, the financial institutions designated as a “Supplemental Revolving Lender” on the signature pages hereof and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Agent”), for itself as a Lender (including as Swingline Lender) and L/C Issuer and as Agent for Lenders. Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
