AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG RENAISSANCE LEARNING, INC., RLI ACQUISITION CORP., INC., RLI ACQUISITION SUB, LLC AND ALPHASMART, INC. Dated as of January 24, 2005Agreement and Plan of Merger and Reorganization • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 24, 2005 (the “Agreement”), by and among Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), RLI Acquisition Sub, LLC, a single member Delaware limited liability company and a wholly owned subsidiary of the Company (the “LLC”), and AlphaSmart, Inc., a Delaware corporation (“Seller”).
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • Delaware
THIS STOCKHOLDERS VOTING AGREEMENT (this “Agreement”) is made and entered into as of the day of January, 2005, among Renaissance Learning, Inc., a Wisconsin corporation (“Parent”), RLI Acquisition Corp., Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of AlphaSmart, Inc., a Delaware corporation (the “Company”).
NON-COMPETE AGREEMENTNon-Compete Agreement • January 25th, 2005 • Alphasmart Inc • Services-computer programming services • California
THIS NON-COMPETE AGREEMENT is made as of this day of January, 2005, by and between RLI Acquisition Sub, LLC, a Delaware limited liability company (the “Company”), and (“Executive”).
