AGREEMENT AND PLAN OF MERGER BY AND AMONG CARNEGIE LEARNING, INC., BHCL ACQUISITION CO. APOLLO GROUP, INC. ANDAgreement and Plan of Merger • October 20th, 2011 • Apollo Group Inc • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 2, 2011, by and among Carnegie Learning, Inc., a Pennsylvania corporation (the “Company”), Apollo Group, Inc., an Arizona corporation (“Buyer”), BHCL Acquisition Co., a Delaware corporation and wholly owned Subsidiary of Buyer (“Merger Sub”), and CLI Shareholder Representative, LLC, a Delaware limited liability company, solely with respect to ARTICLE II, ARTICLE VIII, Sections 9.1, 9.4 and 9.6 and ARTICLE X in its capacity as representative for the Company's Stockholders and Optionholders (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I below
APOLLO GROUP, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTNon-Employee Director Stock Option Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Arizona
This Option Agreement is made and entered into by and between APOLLO GROUP, INC., an Arizona corporation (the “Corporation”), and ________________________________, a non-employee member of the Corporation of Board of Directors (the “Director”), as of __________, 20____ (the “Date of Grant”).
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Arizona
TECHNOLOGY ASSIGNMENT AND LICENSE AGREEMENTAssignment and License Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Delaware
This Technology Assignment and License Agreement (the “Agreement”) dated as of August 2, 2011 (“Effective Date”), is entered into by and between Apollo Group, Inc., an Arizona corporation with principal offices located at 4025 South Riverpoint Parkway, Phoenix, Arizona 85040 (“Apollo”), Carnegie Mellon University, a Pennsylvania not-for-profit corporation, with principal offices located at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 (“CMU”), and Carnegie Learning, Inc., a Pennsylvania corporation, with principal offices located at 1200 Penn Avenue, Suite 150, Pittsburgh, Pennsylvania 15222 (“CL”) (each of Apollo, CMU and CL, a “Party” and, collectively, the “Parties”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Arizona
APOLLO GROUP, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Arizona
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Arizona
This Option Agreement is made and entered into by and between APOLLO GROUP, INC., an Arizona corporation (hereinafter referred to as the “Company”), and ______________________ (hereinafter referred to as “Employee”), as of ____________ (which date is hereinafter referred to as the “Date of Grant”). If Employee is presently or subsequently becomes employed by a subsidiary of the Company, the term “Company” shall be deemed to refer collectively to Apollo Group, Inc. and the subsidiary or subsidiaries which employ the Employee.
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • October 20th, 2011 • Apollo Group Inc • Services-educational services • Arizona
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 20th, 2011 • Apollo Group Inc • Services-educational services
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made as of August 31, 2011, by and among Carnegie Learning, Inc. (the “Company”), Apollo Group, Inc. (“Buyer”), BHCL Acquisition Co. (“Merger Sub”), and CLI Shareholder Representative, LLC (“Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
