Underwriting AgreementUnderwriting Agreement • June 29th, 2004 • Educate Inc • Services-educational services • New York
Educate, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of . . . . . . .shares of Common Stock, par value $0.01 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of . . . . . . . shares and, at the election of the Underwriters, up to . . . . . additional shares of Stock. The aggregate of . . . . shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the . . . . . additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”
NOMINATING AGREEMENTNominating Agreement • June 29th, 2004 • Educate Inc • Services-educational services • Delaware
This Nominating Agreement (this “Agreement”), dated as of , 2004, by and among Educate, Inc., a Delaware corporation (the “Company”), Apollo Sylvan, LLC, a Delaware limited liability company (“Apollo Sylvan”), and Apollo Sylvan II, LLC, a Delaware limited liability company (“Apollo Sylvan II”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2004 • Educate Inc • Services-educational services • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into this 30th day of June, 2003 (the “Effective Date”), by and between Educate, Inc., a Delaware corporation (the “Company”), and R. Christopher Hoehn-Saric (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2004 • Educate Inc • Services-educational services • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 30th day of June, 2003 (the “Effective Date”), by and between Educate Operating Company, LLC, a Delaware limited liability company (the “Company”), CHRIS HOEHN-SARIC (the “Executive”) and, solely with respect to Sections 1.1, 1.2, 3.4(e) and 3.5, Educate, Inc., a Delaware corporation (“Holdings”).
