RECITALSAdministrative Services Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
R E C I T A L SStock Option Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
1 EXHIBIT 10.21 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into, as of July 1, 2001 and effective as of the date of the closing of the Initial Public Offering (the "Effective Date"), by and...Registration Rights Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
] Shares a/ Common Stock ($.01 par value)Advisory Board Co • October 29th, 2001 • Services-management services • New York
THE ADVISORY BOARD COMPANY 4,700,000 Shares of Common Stock Underwriting AgreementAdvisory Board Co • January 27th, 2015 • Services-management services • New York
The Advisory Board Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,650,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and Royall Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), proposes to sell to the several Underwriters an aggregate of 1,050,000 shares of Common Stock (collectively, the “Underwritten Shares”). In addition, the Selling Stockholder proposes to sell, at the option of the Underwriters, up to an additional 705,000 shares of Common Stock (collectively, the “Option Shares”). The term “Shares” hereunder shall mean, as the context requires, (i) the Underwritten Shares issued and sold by the Company, (ii) the Underwritten Shares and Option Shares sold by the Selling Stockholder or (iii) the Underwritten Shares a
PURSUANT TOStock Option Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
RECITALSSublease Agreement • August 22nd, 2001 • Advisory Board Co • District of Columbia
J.P. Morgan CREDIT AGREEMENT dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY SENIOR FUNDING,...Credit Agreement • February 10th, 2015 • Advisory Board Co • Services-management services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 6, 2015 among THE ADVISORY BOARD COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and SunTrust Bank, as Co-Syndication Agents, and Citizens Bank, N.A., PNC Capital Markets LLC, Regions Bank, MUFG Union Bank, N.A. and Wells Fargo Bank, N.A., as Co-Documentation Agents.
1 EXHIBIT 10.4 NON-COMPETITION AGREEMENT This Agreement is entered into effective January 1, 1999, by and among The Corporate Executive Board Company, a Delaware corporation, including its subsidiaries, successors and assigns (collectively, "CEB"),...Non-Competition Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of October 25, 2001, is made and entered into by and between The Advisory Board Company (the "Company") and Frank Williams (the "Executive"). 1. EMPLOYMENT. The...Employment Agreement • October 29th, 2001 • Advisory Board Co • Services-management services • District of Columbia
RECITALSAssignment of Lease • August 22nd, 2001 • Advisory Board Co • District of Columbia
1 EXHIBIT 10.9 CLASS B NONVOTING COMMON STOCK OPTION EXERCISE AGREEMENT THIS CLASS B NONVOTING COMMON STOCK OPTION EXERCISE AGREEMENT (this "Agreement") is made effective as of May 31, 2001 by and between The Advisory Board Company, a Maryland...Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
RECITALS:Cross-Indemnification Agreement • August 22nd, 2001 • Advisory Board Co • Delaware
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 10th, 2015 • Advisory Board Co • Services-management services • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 6, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
RECITALSAdministrative Services Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
1 EXHIBIT 10.10 SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTNote and Pledge Agreement • August 22nd, 2001 • Advisory Board Co
GUARANTYGuaranty • February 10th, 2015 • Advisory Board Co • Services-management services • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of February 6, 2015 by and among each of the Domestic Subsidiaries of The Advisory Board Company (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Domestic Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2009 • Advisory Board Co • Services-management services • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between The Advisory Board Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR NON-QUALIFIED STOCK OPTIONSAdvisory Board Co • September 16th, 2009 • Services-management services
This Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By executing and delivering this Award Agreement, Optionee acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Award Agreement, the Standard Terms and Conditions attached hereto and made a part hereof, and the Plan.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 12th, 2015 • Advisory Board Co • Services-management services • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 9, 2015 by and among THE ADVISORY BOARD COMPANY, a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Security Agreement Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
R E C I T A L SLiquid Markets" Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
COLLABORATION AGREEMENTCollaboration Agreement • May 30th, 2007 • Advisory Board Co • Services-management services • Delaware
This Collaboration Agreement (this “Agreement”) is entered into as of this 6th day of February, 2007 (the “Effective Date”) by and between The Corporate Executive Board Company, a Delaware corporation (“CEB”), and The Advisory Board Company, a Delaware corporation (“ABCO”). CEB and ABCO are sometimes hereafter referred to individually as a “Party” and together as the “Parties.”
THE ADVISORY BOARD COMPANY AWARD AGREEMENT FOR RESTRICTED STOCK UNITSBoard Company Award Agreement • November 10th, 2008 • Advisory Board Co • Services-management services
RECITALSVendor Contracts Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2008 • Advisory Board Co • Services-management services • District of Columbia
This Employment Agreement (this “Agreement”) is entered into as of September 12, 2008, by and between The Advisory Board Company (the “Company”) and David L. Felsenthal (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2008 • Advisory Board Co • Services-management services • District of Columbia
This Employment Agreement (this “Agreement”) is entered into as of September 12, 2008, by and between The Advisory Board Company (the “Company”) and Robert W. Musslewhite (“Executive”).
GUARANTYAdvisory Board Co • August 22nd, 2001 • District of Columbia
1 EXHIBIT 10.18 EQUITY VALUE AGREEMENT THIS EQUITY VALUE AGREEMENT (the "Agreement") is made as of 31st day of October, 1997 (the "Effective Date"), by and between The Advisory Board Company, a Maryland corporation (the "Company"), and Richard...Equity Value Agreement • August 22nd, 2001 • Advisory Board Co • Maryland
STOCK AND ASSET PURCHASE AGREEMENT by and between THE ADVISORY BOARD COMPANY, AVATAR HOLDCO, LLC and AVATAR PURCHASER, INC. Dated as of August 28, 2017Stock and Asset Purchase Agreement • August 29th, 2017 • Advisory Board Co • Services-management services • Delaware
This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 28, 2017, is by and among The Advisory Board Company, a Delaware corporation (the “Seller”), Avatar Holdco, LLC, a Delaware limited liability company (“Parent”), and Avatar Purchaser, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Purchaser” and, together with Parent, the “Purchaser Group”). Each of the Seller, Parent and the Purchaser are referred to herein as a “Party” and, collectively, as the “Parties.”
The Advisory Board CompanyAdvisory Board Co • February 9th, 2010 • Services-management services
This letter confirms that The Corporate Executive Board Company (“CEB”) and The Advisory Board Company (“ABCO”) have agreed to extend the Initial NP Term and the Initial EC Term (as such terms are defined in the Collaboration Agreement) through February 5, 2012 as contemplated by Sections 3.3(a) and 3.4(a) of the Collaboration Agreement, respectively, effective as of February 4, 2010.
The Advisory Board Company 4,700,000 Shares Common Stock ($.01 par value) Underwriting AgreementAdvisory Board Co • October 31st, 2002 • Services-management services • New York
Credit Suisse First Boston Corporation Deutsche Bank Securities Inc. UBS Warburg LLC CIBC World Markets Corp. William Blair & Company, L.L.C.
February 5, 2014Advisory Board Co • February 10th, 2014 • Services-management services
THE ADVISORY BOARD COMPANY 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 14th, 2006 • Advisory Board Co • Services-management services
RECITALSAgreement Concerning Exclusive Services • August 22nd, 2001 • Advisory Board Co • District of Columbia
October 25, 2001 The Corporate Executive Board Company 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Attention: James J. McGonigle, Chairman and Chief Executive Officer Re: Non-Competition Agreement by and among The Corporate Executive Board...Advisory Board Co • October 29th, 2001 • Services-management services
Re: Non-Competition Agreement by and among The Corporate Executive Board Company, The Advisory Board Company and David G. Bradley
