AGREEMENT AND PLAN OF MERGER BY AND AMONG EDISON SCHOOLS INC., ES FINANCING CORPORATION AND LEARNNOW, INC. JUNE 4, 2001Agreement and Plan of Merger • July 17th, 2001 • Edison Schools Inc • Services-educational services • Delaware
This Agreement is entered into as of June 4, 2001 by and among Edison Schools Inc., a Delaware corporation (the “Buyer”), ES Financing Corporation, a Delaware corporation and a direct wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), LearnNow, Inc., a Delaware corporation (the “Company”), and, for purposes of Sections 4.3(e) and 4.7 and Article VI, certain stockholders of the Company. The Buyer, the Transitory Subsidiary and the Company are referred to collectively herein as the “Parties.”
