Apollo Group Inc Sample Contracts

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1 EXHIBIT 10 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 11th, 1997 • Apollo Group Inc • Services-educational services • Colorado
EXHIBIT 10.12
Purchase and Sale Agreement • October 25th, 1996 • Apollo Group Inc • Services-educational services • Arizona
CREDIT AGREEMENT dated as of April 18, 2012 among APOLLO GROUP, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agentsand U.S. BANK...
Credit Agreement • June 25th, 2012 • Apollo Group Inc • Services-educational services • New York

CREDIT AGREEMENT (this “Agreement”) dated as of April 18, 2012 among APOLLO GROUP, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents and U.S. BANK NATIONAL ASSOCIATION, NATIONAL BANK OF ARIZONA, MORGAN STANLEY BANK, N.A. and BARCLAYS BANK PLC, as Documentation Agents.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • February 8th, 2016 • Apollo Education Group Inc • Services-educational services • Arizona

This VOTING AND SUPPORT AGREEMENT, dated as of February 7, 2016 (this “Agreement”), by and among AP VIII Queso Holdings, L.P., a Delaware limited partnership (“Parent”), Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Apollo Education Group, Inc., an Arizona corporation (the “Company”) and Apollo Class B Voting Stock Trust No. 1 (the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

EXHIBIT 10.11 AGREEMENT OF PURCHASE AND SALE OF ASSETS OF WESTERN INTERNATIONAL UNIVERSITY
Agreement of Purchase • October 27th, 1995 • Apollo Group Inc • Services-educational services • Arizona
ARTICLE 1 RECITALS
Loan Agreement • December 19th, 1997 • Apollo Group Inc • Services-educational services • Arizona
Lobbyist Agreement
Lobbyist Agreement • July 11th, 2005 • Apollo Group Inc • Services-educational services • Arizona

This service agreement (“Agreement”) is entered into by and between Apollo Group, Inc, (“Apollo”) an Arizona corporation and parent company of University of Phoenix (“UOP”), with its principal place of business at 4615 E. Elwood, Phoenix, AZ 85040, and Governmental Advocates, Inc. (“Firm”), with its principal place of business at 1127 Eleventh Street, Suite #400, Sacramento, California, 95814.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services

The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the “Company”) and Gregory Cappelli (the “Executive”), effective March 31 2007 (the “Agreement”), is hereby amended as follows, effective as of January 1, 2009 except as otherwise specified below. The purpose of this Amendment is to bring the Agreement into documentary compliance with the applicable requirements of the Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • October 27th, 2009 • Apollo Group Inc • Services-educational services • Delaware

THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2009, by and among Apollo Global, Inc., a Delaware corporation (the “Company”), Apollo Group, Inc., an Arizona corporation (“Apollo”), CVP III Coinvestment, L.P., a Delaware limited partnership (“CVP”), Carlyle Venture Partners III, L.P., a Delaware limited partnership (“Carlyle” and, together with Apollo, CVP, and each Affiliate of Carlyle and Apollo that hereafter becomes a Shareholder, collectively the “Investor Shareholders”), and the Persons listed on Schedule I attached hereto or who otherwise agree to be bound by the provisions hereof as an Other Shareholder by executing a joinder agreement (the “Other Shareholders”). Apollo, Carlyle, CVP and the Other Shareholders are collectively referred to herein as the “Shareholders.” Unless otherwise indicated herein, capitalized terms used herein are defined in paragraph 14 hereof.

EMPLOYMENT AGREEMENT
Agreement • October 29th, 2007 • Apollo Group Inc • Services-educational services • Arizona

THIS AGREEMENT is entered into, effective this 31st day of August 2007, by and between Apollo Group, Inc. (the “Company”), and P. Robert Moya (the “Executive”) (hereinafter collectively referred to as “the parties”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2011 • Apollo Group Inc • Services-educational services • Arizona

THIS AMENDED AND RESTATED AGREEMENT is entered into, effective as of April 2, 2011 (the “Effective Date”), by and between Apollo Group, Inc. (the “Company”), and Gregory W. Cappelli (the “Executive”) (hereinafter collectively referred to as “the parties”).

FIRST AMENDMENT AGREEMENT
Escrow Agreement • January 11th, 2016 • Apollo Education Group Inc • Services-educational services
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APOLLO GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Apollo Group Inc • January 8th, 2009 • Services-educational services • Arizona
RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • October 21st, 2014 • Apollo Education Group Inc • Services-educational services • Arizona
AGREEMENT AND PLAN OF MERGER BY AND AMONG CARNEGIE LEARNING, INC., BHCL ACQUISITION CO. APOLLO GROUP, INC. AND
Agreement and Plan of Merger • October 21st, 2014 • Apollo Education Group Inc • Services-educational services • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 2, 2011, by and among Carnegie Learning, Inc., a Pennsylvania corporation (the “Company”), Apollo Group, Inc., an Arizona corporation (“Buyer”), BHCL Acquisition Co., a Delaware corporation and wholly owned Subsidiary of Buyer (“Merger Sub”), and CLI Shareholder Representative, LLC, a Delaware limited liability company, solely with respect to ARTICLE II, ARTICLE VIII, Sections 9.1, 9.4 and 9.6 and ARTICLE X in its capacity as representative for the Company’s Stockholders and Optionholders (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I below

APOLLO GROUP, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • January 8th, 2009 • Apollo Group Inc • Services-educational services • Arizona
PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • June 25th, 2013 • Apollo Group Inc • Services-educational services • Arizona
AGREEMENT AND PLAN OF MERGER among APOLLO EDUCATION GROUP, INC., AP VIII QUESO HOLDINGS, L.P. and SOCRATES MERGER SUB, INC. Dated as of February 7, 2016
Agreement and Plan of Merger • February 8th, 2016 • Apollo Education Group Inc • Services-educational services • Arizona

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of February 7, 2016, is by and among Apollo Education Group, Inc., an Arizona corporation (the “Company”), AP VIII Queso Holdings, L.P., a Delaware limited partnership (“Parent”), and Socrates Merger Sub, Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).

AMENDMENT TO SHAREHOLDER AGREEMENT
Shareholder Agreement • October 27th, 2009 • Apollo Group Inc • Services-educational services

This Amendment to Shareholder Agreement is made as of May 19, 2009, by and among John G. Sperling, Peter V. Sperling, the John Sperling Voting Stock Trust, and the Peter Sperling Voting Stock Trust (each a “Shareholder” and collectively the “Shareholders”) and Apollo Group, Inc. (the “Company’’).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 8th, 2013 • Apollo Group Inc • Services-educational services • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2012 (the “Closing Date”), by and among Apollo Group, Inc., an Arizona corporation (“Buyer”), Apollo Global, Inc., a Delaware corporation (the “Company”), Carlyle U.S. Growth Fund III, L.P. f/k/a Carlyle Venture Partners III, L.P., a Delaware limited partnership (“Carlyle”) and CVP III Coinvestment, L.P. (“CVP”, and together with Carlyle, the Company and Buyer, the “Parties”). Carlyle and CVP are each referred to herein as a “Seller” and collectively as “Sellers.” Certain terms used in this Agreement are defined in Section 6.4 hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Capital Contribution Agreement (as defined below).

NON-STATUTORY STOCK OPTION AGREEMENT
Proprietary Information and Intellectual Property Agreement • October 21st, 2014 • Apollo Education Group Inc • Services-educational services • Arizona

This Option Agreement is made and entered into by and between APOLLO EDUCATION GROUP, INC., an Arizona corporation (hereinafter referred to as the “Company”), and <NAME> (hereinafter referred to as “Employee”), as of <GRANT_DT> (which date is hereinafter referred to as the “Date of Grant”). If Employee is presently or subsequently becomes employed by a subsidiary of the Company, the term “Company” shall be deemed to refer collectively to Apollo Education Group, Inc. and the subsidiary or subsidiaries which employ the Employee.

SEPARATION AGREEMENT and MUTUAL RELEASE AND WAIVER OF CLAIMS
Separation Agreement and Mutual Release and Waiver of Claims • January 12th, 2006 • Apollo Group Inc • Services-educational services • Arizona

Mr. Nelson hereby represents that he has read and understands the contents of this Agreement, that no representations other than those contained herein have been made to him to induce or influence his execution of the Agreement, but that he executes this Agreement knowingly and voluntarily and upon independent legal advice of his own choosing.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 28th, 2007 • Apollo Group Inc • Services-educational services

The EMPLOYMENT AGREEMENT entered into by and between Apollo Group, Inc. (the Company) and Joseph L. D’Amico (the “Executive”), effective June 5, 2007 (the “Agreement”) , is hereby amended as follows, effective as of the June 15, 2007 commencement date of Executive’s employment with the Company pursuant to such Agreement.

EMPLOYMENT AGREEMENT
Agreement • June 28th, 2007 • Apollo Group Inc • Services-educational services • Arizona

THIS AGREEMENT is entered into, effective this 5th day of June 2007, by and between Apollo Group, Inc. (the “Company”), and Joseph L. D’Amico (the “Executive”) (hereinafter collectively referred to as “the parties”).

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