INDEMNITY AGREEMENTIndemnity Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Indemnity Agreement (“Agreement”) is made as of [ ] by and between Archipelago Learning, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TRANSFER AND CONTRIBUTION AGREEMENTTransfer and Contribution Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
This Transfer and Contribution Agreement (the “Agreement”) is entered into as of the ___day of November, 2009 by and among Archipelago Learning, Inc., a Delaware corporation (“ALI”), those holders of Class A Shares of Archipelago Learning Holdings, LLC, a Delaware limited liability company (the “Company”), (the “Class A Shares”) listed on Exhibit A as the Class A Shareholders (the “Class A Shareholders”), those holders of Class A-2 Shares of the Company (the “Class A-2 Shares”) listed on Exhibit B as the Class A-2 Shareholders (the “Class A-2 Shareholders”), those holders of Class B Shares of the Company granted on May 22, 2007 (the “2007 Class B Shares”) listed on Exhibit C as the 2007 Class B Shareholders (the “2007 Class B Shareholders”), those holders of Class B Shares of the Company granted on May 7, 2008 (the “2008 Class B Shares”) listed on Exhibit D as the 2008 Class B Shareholders (the “2008 Class B Shareholders”), those holders of Class B Shares of the Company granted on Janu
STOCKHOLDERS AGREEMENT by and among ARCHIPELAGO LEARNING, INC., PROVIDENCE EQUITY PARTNERS V L.P., PROVIDENCE EQUITY PARTNERS V-A L.P., CAMERON CHALMERS, DAVID MUZZO, MHT-SI, L.P., and JEANNE BODNAR Dated as of November [ ], 2009Stockholders Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • New York
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of November [ ], 2009, is made by and among Providence Equity Partners V L.P. (“PEP V”), Providence Equity Partners V-A L.P. (“PEP V-A”, and together with PEP V, the “Providence Stockholders”), Cameron Chalmers and David Muzzo (each a “Founder Stockholder” and collectively, the “Founder Stockholders”), MHT-SI, L.P. (“MHT”) and Jeanne Bodnar (“Bodnar”, and together with the Providence Stockholders, the Founder Stockholders and MHT, the “Stockholders”), and Archipelago Learning, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • New York
THIS VOTING AGREEMENT is made and entered into as of this [___] day of November, 2009, by and among Providence Equity Partners V L.P. (“PEP V”), Providence Equity Partners V-A L.P. (“PEP V-A”, and together with PEP V, the “Providence Stockholders”), Cameron Chalmers and David Muzzo (collectively, the “Founder Stockholders”) and MHT-SI, L.P. (“MHT”, and together with the Founder Stockholders, the “Stockholders”), and Archipelago Learning, Inc., a Delaware corporation (the “Company”).
ASSIGNMENT AGREEMENT AND PLAN OF MERGERAssignment Agreement and Plan of Merger • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
This ASSIGNMENT AGREEMENT AND PLAN OF MERGER, dated as of November [ ], 2009 (this “Agreement”), is among Providence Equity GP V L.P., a Delaware limited partnership (“Assignor”), Providence Equity Partners V-A L.P., a Delaware limited partnership (“PEP V-A”), Providence Equity Partners V-A Study Island L.L.C., a Delaware limited liability company and a direct subsidiary of PEP V-A (“Merger Co.”), and Archipelago Learning, Inc., a Delaware corporation (the “Company”).
Archipelago Learning, Inc. 2009 Omnibus Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 17th, 2009 • Archipelago Learning, Inc. • Services-educational services • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”), is made effective as [Date] (the “Date of Grant”), by and between Archipelago Learning, Inc., a Delaware corporation (with any successor, the “Company”), and [Participant] (the “Participant”).
