Renaissance Learning Inc Sample Contracts

ARTICLE I DEFINITIONS
Loan Agreement • February 28th, 1997 • Advantage Learning Systems Inc • Wisconsin
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BACKGROUND:
Asset Purchase Agreement • February 28th, 1997 • Advantage Learning Systems Inc • Wisconsin
OF
Operating Agreement • May 14th, 1998 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
OFFICE LEASE
Office Lease • March 16th, 1999 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
Exhibit 1.1 ----------- 2,800,000 Shares/1/ ADVANTAGE LEARNING SYSTEMS, INC. Common Stock PURCHASE AGREEMENT ------------------
Purchase Agreement • August 26th, 1997 • Advantage Learning Systems Inc • Services-prepackaged software • Minnesota
ARTICLE II REPRESENTATIONS AND WARRANTIES
Credit Agreement • March 5th, 2004 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
BACKGROUND
Credit Agreement • March 18th, 1998 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
BACKGROUND:
Employment Agreement • February 28th, 1997 • Advantage Learning Systems Inc • Washington
Exhibit 10.2 SUPPLEMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 28th, 1997 • Advantage Learning Systems Inc
TAX INDEMNIFICATION AGREEMENT
Tax Indemnification Agreement • November 14th, 1997 • Advantage Learning Systems Inc • Services-prepackaged software • Wisconsin
RECITALS
Credit Agreement • March 6th, 2006 • Renaissance Learning Inc • Services-prepackaged software
RECITALS
Credit Agreement • March 6th, 2006 • Renaissance Learning Inc • Services-prepackaged software
RECITALS
Credit Agreement • November 9th, 2004 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin
RENAISSANCE LEARNING, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • March 7th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

This Nonstatutory Stock Option Agreement (this “Agreement”), granted as of “Date,” is between Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and John R. Hickey (the “Participant”).

STOCKHOLDERS VOTING AGREEMENT
Stockholders Voting Agreement • January 25th, 2005 • Renaissance Learning Inc • Services-prepackaged software • Delaware

THIS STOCKHOLDERS VOTING AGREEMENT (this “Agreement”) is made and entered into as of the __ day of January, 2005, among Renaissance Learning, Inc., a Wisconsin corporation (“Parent”), RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of AlphaSmart, Inc., a Delaware corporation (the “Company”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2007 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

THIS INDEMNIFICATION AGREEMENT, is made as of _______, 2007 by and between Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and [Insert Name] (“Indemnitee”).

RENAISSANCE LEARNING, INC. RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • July 7th, 2010 • Renaissance Learning Inc • Services-prepackaged software

This Agreement is made as of the ______ day of __________, 20­­__, by and between Renaissance Learning, Inc., a Wisconsin corporation (the “Corporation”), and _______________________________ (“Employee”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG RAPHAEL HOLDING COMPANY, RAPHAEL ACQUISITION CORP. AND RENAISSANCE LEARNING, INC. Dated as of August 15, 2011
Agreement and Plan of Merger • August 16th, 2011 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

THIS AGREEMENT AND PLAN OF MERGER is dated and effective as of August 15, 2011, by and among Raphael Holding Company, a Delaware corporation (the “Parent”), Raphael Acquisition Corp., a Wisconsin corporation and an indirect, wholly owned subsidiary of the Parent (the “Merger Sub”), and Renaissance Learning, Inc., a Wisconsin corporation (the “Company”). A glossary of defined terms is attached to this Agreement as Exhibit A.

SHAREHOLDERS AGREEMENT
Shareholders Agreement • August 16th, 2011 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

THIS SHAREHOLDERS AGREEMENT, dated as of August 15, 2011 (this “Agreement”), is by and among Raphael Holding Company, a Delaware corporation (“Parent”), Raphael Acquisition Corp., a Wisconsin corporation (“Merger Sub”), Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and each of the other parties signatory hereto (each a “Shareholder” and collectively the “Shareholders”).

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 8th, 2007 • Renaissance Learning Inc • Services-prepackaged software

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 1, 2006, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

Joint Filing Agreement
Joint Filing Agreement • February 3rd, 2005 • Renaissance Learning Inc • Services-prepackaged software

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 8th, 2005 • Renaissance Learning Inc • Services-prepackaged software

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 31, 2005, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RENAISSANCE LEARNING, INC. RESTRICTED STOCK AGREEMENT [For use with grants to non-employee directors]
Restricted Stock Agreement • May 10th, 2006 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

This Restricted Stock Agreement (this “Agreement”), entered into as of “Date,” is between Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), and “Name” (the “Participant”).

CREDIT AGREEMENT
Credit Agreement • November 5th, 2007 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 1, 2007, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 7th, 2008 • Renaissance Learning Inc • Services-prepackaged software

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 5, 2008, by and between RENAISSANCE LEARNING, INC., a Wisconsin (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • July 7th, 2010 • Renaissance Learning Inc • Services-prepackaged software • Wisconsin

This agreement is made and entered into as of the date set forth below by the undersigned Applicant for employment with Renaissance Learning, Inc. (together with each of its subsidiaries and affiliates, the “Company”). As a condition to consideration for employment with the Company, I agree that:

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 6th, 2006 • Renaissance Learning Inc • Services-prepackaged software

THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 30, 2006, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • September 27th, 2011 • Renaissance Learning Inc • Services-prepackaged software

THIS AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENT (this “Amendment No. 2”) is made as of September 27, 2011, by and among Raphael Holding Company, a Delaware corporation (the “Parent”), Raphael Acquisition Corp., a Wisconsin corporation and an indirect, wholly owned subsidiary of the Parent (the “Merger Sub”), Renaissance Learning, Inc., a Wisconsin corporation (the “Company”) and the undersigned shareholders (each, a “Shareholder” and collectively the “Shareholders”).

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