AMONGWarrant Agreement • July 16th, 1997 • Phoenix Preschool Holdings Inc • New York
BY AND BETWEENAsset Purchase Agreement • July 16th, 1997 • Phoenix Preschool Holdings Inc • North Carolina
July 7, 1997 Phoenix Preschool Holdings, Inc. 150 E. 58th Street 31st Floor New York, NY 10155 Re: Plan of Reorganization between and among Phoenix Preschool Holdings, Inc., Phoenix Preschool Education Centers, Inc. and Michael C. Koffler ("Plan of...Phoenix Preschool • July 16th, 1997 • Phoenix Preschool Holdings Inc • Delaware
This letter agreement is intended to constitute a legally binding Plan of Reorganization and to express our legally binding agreement with respect to those matters addressed in the Plan of Reorganization including the contemplated underwritten public offering of the common stock of Phoenix Preschool Holdings, Inc., a Delaware corporation ("Holdings"). The parties to this Plan of Reorganization are Holdings, Phoenix Preschool Education Centers, Inc., a Delaware corporation ("Education Centers, Inc."), and Michael C. Koffler ("Koffler"), who owns all of the outstanding common stock of Education Centers, Inc. At or before the first closing date under the contemplated underwriting agreement ("First Closing Date") for the initial public offering of the common stock of Holdings, Koffler will contribute to Holdings all of his common stock of Education Centers, Inc. and $500,000 of principal amount of indebtedness owed to Koffler by Education Centers, Inc. in a transaction (hereafter called th
