mm06-1010_8ke041.htm


     

    EXHIBIT 4.1

     

    
 

    REGISTRATION
RIGHTS AGREEMENT

     

    This REGISTRATION RIGHTS AGREEMENT
(the “Agreement”)
dated as of June 9, 2010, is by and among: (i) Matthew Drakard, an individual
residing in the United Kingdom (“MD”);
(ii) Simon Booley, an individual residing in the United Kingdom (“SB”);
(iii) Thomas Morgan, an individual residing in the United Kingdom (“TM”
and together with MD and SB, the “Investors”);
and (v) Archipelago Learning, Inc., a Delaware corporation (the “Company”,
and, together with the Investors, the “Parties”).  Capitalized
terms used herein and not otherwise defined shall have that meaning ascribed to
them in the Share Purchase Agreement by and among the Parties and Archipelago
Learning Holdings UK Limited dated as of the date hereof (the “Share
Purchase Agreement”).

    


    W I T N E
S S E T H:

     

    WHEREAS, the Investors are
receiving shares (“Registrable
Securities”) of common stock of the Company (“Common
Stock”) as a portion of the consideration to be paid to the Investors,
directly pursuant to the Share Purchase Agreement; and

     

    WHEREAS, the delivery of this
Agreement is a condition to the Investors’ obligations under the Share Purchase
Agreement.

     

    NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements hereinafter contained, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:

     

    Section
1. Definitions.  As
used in this Agreement, the following capitalized terms shall have the following
meanings:

     

    “Damages”
means any loss, damage, or liability (joint or several) to which a party hereto
may become subject under the Securities Act, the Exchange Act, or other federal
or state law, insofar as such loss, damage, or liability (or any action in
respect thereof) arises out of or is based upon: (i) any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement of the Company, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; (ii) an
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the indemnifying party (or any of
its agents or Affiliates) of the Securities Act, the Exchange Act, any state
securities law, or any rule or regulation promulgated under the Securities Act,
the Exchange Act, or any state securities law.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any
successor thereto, and any rules and regulations promulgated thereunder, all as
the same shall be in effect from time to time.

     

    


    
      
        
           


        

        
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    “Form
S-1” means such form under the Securities Act as in effect on the date
hereof or any successor registration form under the Securities Act subsequently
adopted by the SEC.

     

    “Form
S-2” means such form under the Securities Act as in effect on the date
hereof or any successor registration form under the Securities Act subsequently
adopted by the SEC.

     

    “Form
S-3” means such form under the Securities Act as in effect on the date
hereof or any registration form under the Securities Act subsequently adopted by
the SEC that permits incorporation of substantial information by reference to
other documents filed by the Company with the SEC.

     

    “Form
S-4” means such form under the Securities Act as in effect on the date
hereof or any successor registration form under the Securities Act subsequently
adopted by the SEC.

     

    “SEC”
means the Securities and Exchange Commission.

     

    “SEC Rule
144” means Rule 144 promulgated by the SEC under the Securities
Act.

     

    “SEC Rule
145” means Rule 145 promulgated by the SEC under the Securities
Act.

     

    “Securities
Act” means the United States Securities Act of 1933, as amended, and any
successor thereto, and any rules and regulations promulgated thereunder, all as
the same shall be in effect from time to time.

     

    “Selling
Expenses” means all underwriting discounts, selling commissions, and
stock transfer taxes applicable to the sale of Registrable Securities, and fees
and disbursements of counsel for any selling Investors, except for the fees and
disbursements of the one counsel (not to exceed $15,000) of the selling
Investors borne and paid by the Company as provided in Section
5.

     

    Section
2.   Registration
Rights.  If the Company proposes to register any of its Common
Stock under the Securities Act for its own account in connection with the public
offering of such securities solely for cash (other than (i) a registration on a
Form S-4; (ii) a registration on a Form S-8; (iii) a registration relating to an
SEC Rule 145 transaction; or (iv) a registration in which the only Common
Stock being registered is Common Stock issuable upon conversion of debt
securities that are also being registered) the Company shall, at such time,
promptly give each Investor notice of such registration.  Upon the
request of each Investor given within 20 days after such notice is given by the
Company, the Company shall, subject to the provisions of Section 3, cause to
be registered all of the Registrable Securities that each such Investor has
requested to be included in such registration.  There is no limitation
on the number of such piggyback registrations pursuant

     

    


    
      
        
           


        

        
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    to the
preceding sentence which the Company is obligated to effect.  In
accordance with the provisions of this Agreement, the Company shall have the
right to terminate or withdraw any registration initiated by it under this Section 2 before the
effective date of such registration, whether or not any Investor has elected to
include Registrable Securities in such registration.  The expenses of
such withdrawn registration shall be borne by the Company in accordance with
Section
5.

     

    Section
3. 
Underwriting
Requirements.  In connection with any offering involving an
underwriting of shares of the Company’s capital stock pursuant to this
Agreement, the Company shall not be required to include any of the Investors’
Registrable Securities in such underwriting unless the Investors accept the
terms of the underwriting as agreed upon between the Company and its
underwriters, and then only in such quantity as the underwriters in their sole
discretion determine will not jeopardize the success of the offering by the
Company.  If the total number of securities, including Registrable
Securities, proposed to be included in such offering exceeds the number of
securities to be sold (other than by the Company) that the underwriters in their
reasonable discretion determine is compatible with the success of the offering,
then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters in
their sole discretion determine will not jeopardize the success of the
offering.  If the underwriters determine that less than all of the
securities requested to be registered can be included in such offering, then the
securities that are included in such offering shall be allocated among the
Investors and those shareholders having rights under the Company’s Stockholders
Agreement dated as of November 19, 2009 (the “Stockholders
Agreement”) in proportion (as nearly as practicable) to the number of
Registrable Securities (as that term is defined both herein and in the
Stockholders Agreement) owned by each such Investor and Stockholder (as that
term is defined in the Stockholders Agreement) or in such other proportion as
shall mutually be agreed to by all such Investors and Stockholders.

     

    Section
4. 
Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Investor that such Investor
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as is reasonably required to effect the registration of such Investor’s
Registrable Securities.

     

    Section
5. 
Expenses of
Registration.  All expenses (other than Selling Expenses)
incurred in connection with registrations, filings, or qualifications pursuant
to this Agreement, including all registration, filing, and qualification fees;
printers’ and accounting fees; fees and disbursements of counsel for the
Company; and the reasonable fees and disbursements of one counsel for the
selling Investors (not to exceed $15,000), shall be borne and paid by the
Company.  All Selling Expenses relating to Registrable Securities
registered pursuant to this Agreement shall be borne and paid by the Investors
pro rata on the basis of the number of Registrable Securities registered on
their behalf.

     

    


    
      
        
           


        

        
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    Section
6. 
Delay of
Registration.  No Investor shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration pursuant
to this Agreement as the result of any controversy that might arise with respect
to the interpretation or implementation of this Agreement.

     

    Section
7. 
Indemnification.  If
any Registrable Securities are included in a registration statement under this
Agreement:

     

    (a)  To the
extent permitted by law, the Company will indemnify and hold harmless each
selling Investor, and the partners, members, officers, directors, and
stockholders of each such Investor; legal counsel and accountants for each such
Investor; any underwriter (as defined in the Securities Act) for each such
Investor; and each Person, if any, who controls such Investor or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
Damages, and the Company will pay to each such Investor, underwriter,
controlling Person, or other aforementioned Person any legal or other expenses
reasonably incurred thereby in connection with investigating or defending any
claim or proceeding from which Damages may result, as such expenses are
incurred; provided, that the
indemnity agreement contained in this Section 7(a) shall
not apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable for any Damages to
the extent that they arise out of or are based upon actions or omissions made in
reliance upon and in conformity with written information furnished by or on
behalf of any such Investor, underwriter, controlling Person, or other
aforementioned Person expressly for use in connection with such
registration.

     

    (b)  To the
extent permitted by law, each selling Investor, severally and not jointly, will
indemnify and hold harmless the Company, and each of its directors, each of its
officers who has signed the registration statement, each Person (if any), who
controls the Company within the meaning of the Securities Act, legal counsel and
accountants for the Company, any underwriter (as defined in the Securities Act),
any other selling shareholder(s) in such registration statement, and any
controlling Person of any such underwriter or other selling shareholder(s),
against any Damages, in each case only to the extent that such Damages arise out
of or are based upon actions or omissions made in reliance upon and in
conformity with written information furnished by or on behalf of such selling
Investor expressly for use in connection with such registration; and each such
selling Investor will pay to the Company and each other aforementioned Person
any legal or other expenses reasonably incurred thereby in connection with
investigating or defending any claim or proceeding from which Damages may
result, as such expenses are incurred; provided, that the
indemnity agreement contained in this Section 7(b) shall
not apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Investor, which consent shall
not be unreasonably withheld; and provided further that in no
event shall the aggregate amounts payable by any Investor by way of indemnity or
contribution under Sections 7(b) and
7(d) exceed the
proceeds from the offering received by such Investor (net of any Selling
Expenses paid by such Investor), except in the case of fraud or willful
misconduct by such Investor.

     

    


    
      
        
           


        

        
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    (c)  Promptly
after receipt by an indemnified party under this Section 7 of notice
of the commencement of any action (including any governmental action) for which
a party may be entitled to indemnification hereunder, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section
7, give the indemnifying party notice of the commencement
thereof.  The indemnifying party shall have the right to participate
in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to
assume the defense thereof with counsel mutually satisfactory to the parties;
provided, that
an indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such action.  The failure to give
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall relieve such indemnifying party of any liability to the
indemnified party under this Section 7, to the
extent that such failure materially prejudices the indemnifying party’s ability
to defend such action.  The failure to give notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section
7.

     

    (d)  To
provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either: (i) any party otherwise entitled to
indemnification hereunder makes a claim for indemnification pursuant to this
Section 7 but
it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case, notwithstanding the fact that this Section 7 provides
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any party hereto for which indemnification is
provided under this Section 7, then, and
in each such case, such parties will contribute to the aggregate losses, claims,
damages, liabilities, or expenses to which they may be subject (after
contribution from others) in such proportion as is appropriate to reflect the
relative fault of each of the indemnifying party and the indemnified party in
connection with the statements, omissions, or other actions that resulted in
such loss, claim, damage, liability, or expense, as well as to reflect any other
relevant equitable considerations.  The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or allegedly untrue statement of a
material fact, or the omission or alleged omission of a material fact, relates
to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission; provided, that, in any such
case: (x) no Investor will be required to contribute any amount in excess of the
proceeds received from such Registrable Securities offered and sold by such
Investor pursuant to such registration statement; and (y) no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any Person

     

    


    
      
        
           


        

        
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    who was
not guilty of such fraudulent misrepresentation; and provided further that in no
event shall an Investor’s liability pursuant to this Section 7(d), when
combined with the amounts paid or payable by such Investor pursuant to Section 7(b), exceed
the proceeds from the offering received by such Investor (net of any Selling
Expenses paid by such Investor), except in the case of willful misconduct or
fraud by such Investor.

     

    (e)  Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.

     

    (f)  Unless
otherwise superseded by an underwriting agreement entered into in connection
with the underwritten public offering, the obligations of the Company and the
Investors under this Section 8 shall
survive the completion of any offering of Registrable Securities in a
registration under this Agreement, and otherwise shall survive the termination
of this Agreement.

     

    Section
8.“Market Stand-off”
Agreement.  Each Investor
hereby severally and not jointly agrees with the Company, and not with or for
the benefit of any other Investor, that if and when requested by an underwriter
in connection with any registration by the Company of shares of its Common Stock
or any other equity securities under the Securities Act on a registration
statement on Form S-1 or Form S-3, such Investor will deliver a customary
lock-up agreement containing terms consistent with the following: that such
Investor will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus
relating to the registration by the Company of shares of its Common Stock
or any other equity securities under the Securities Act on a
registration statement on Form S-1 or Form S-3 (whether for its own account or
for any of its stockholders), and ending on the date specified by the
Company and the managing underwriter (such period not to exceed ninety (90)
days, which period may be extended upon the request of the managing underwriter,
to the extent required by any FINRA or NASD rules, for an additional period of
up to seventeen (17) days if the Company issues or proposes to issue an earnings
or other public release within seventeen (17) days of the expiration of the
90-day lockup period): (i) lend; offer; pledge; sell; contract to sell; sell any
option or contract to purchase; purchase any option or contract to sell; grant
any option, right, or warrant to purchase; or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable (directly or indirectly) for Common Stock
(whether such shares or any such securities are then owned by the Stockholder or
are thereafter acquired) or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of such securities, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of Common Stock or other
securities, in cash, or otherwise.  The foregoing provisions of this
Section 8 shall not apply to the sale of any shares to an underwriter pursuant
to an underwriting agreement.  The underwriters in connection with
such registration are intended third-party beneficiaries of this Section 8
and shall have the right, power, and authority to enforce the provisions hereof
as though they were a party

     

    


    
      
        
           


        

        
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    hereto.  Each
Investor further agrees to execute such agreements as may be reasonably
requested by the underwriters in connection with such registration that are
consistent with this Section 8
or that are necessary to give further effect thereto.  Any
discretionary waiver or termination of the restrictions of any or all of such
agreements by the Company or the underwriters shall apply pro rata to all
Investors subject to such agreements, based on the number of shares subject to
such agreements.  The provisions of this Section 8, if enforced by the
Company, may only be enforced by action of the independent directors of the
Board of Directors of the Company.

     

    Section
9. 
Reports Under Exchange
Act.  With a view to making available to the Investors the
benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at
any time permit an Investor to sell securities of the Company to the public
without registration, the Company shall:

     

    (a)  make and
keep available adequate current public information, as those terms are
understood and defined in SEC Rule 144, at all times;

     

    (b)  use
commercially reasonable efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act (at any time after the Company has become subject to such
reporting requirements); and

     

    (c)  furnish
to any Investor, so long as the Investor owns any Registrable Securities,
forthwith upon request (i) to the extent accurate, a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after 90 days after the date of this Agreement), the Securities Act,
and the Exchange Act (at any time after the Company has become subject to such
reporting requirements); (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, only to the extent not otherwise publicly available or provided to all
stockholders generally; and (iii) such other information as may be reasonably
requested in availing any Investor of any rule or regulation of the SEC that
permits the selling of any such securities without registration (at any time
after the Company has become subject to the reporting requirements under the
Exchange Act).

     

    Section
10. 
Submission to Jurisdiction;
Consent to Service of Process.

     

    (a)  The
Parties hereby irrevocably submit to the exclusive jurisdiction of any federal
or state court located within the State of New York over any dispute arising out
of or relating to this Agreement or any of the transactions contemplated hereby
and each Party hereby irrevocably agrees that all claims in respect of such
dispute or any suit, action proceeding related thereto may be heard and
determined in such courts.  The Parties hereby irrevocably waive, to
the fullest extent permitted by applicable law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such
dispute.  Each of the Parties agrees that a judgment in any such
dispute may be

     

    


    
      
        
           


        

        
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    enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law.

     

    (b)  Each of
the Parties hereby consents to process being served by any Party to this
Agreement in any suit, action or proceeding by the delivery of a copy thereof in
accordance with the provisions of Section 13.1

     

    Section
11. 
Entire Agreement; Amendments
and Waivers.  This Agreement and the Share Purchase Agreement
represent the entire understanding and agreement between the Parties with
respect to the subject matter hereof.  This Agreement can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the Party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought.  No action taken pursuant to this Agreement,
including without limitation, any investigation by or on behalf of any Party,
shall be deemed to constitute a waiver by the Party taking such action of
compliance with any representation, warranty, covenant or agreement contained
herein.  The waiver by any Party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent
breach.  No failure on the part of any Party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such Party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.  All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by
law.

     

    Section
12. 
Governing
Law.  This Agreement, and all claims or causes of action or
other matters (whether in contract, tort or otherwise) that may be based upon,
arise out of or relate to this Agreement or the negotiation, execution or
performance of this Agreement or the consummation of any of the transactions
contemplated hereby, shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and performed in such
State of New York, excluding any conflict or choice of law rule or principle
that might otherwise refer construction or interpretation thereof to the
substantive laws of another jurisdiction.

     

    Section
13. 
Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be deemed given: (i) when delivered personally by hand (with written
confirmation of receipt); (ii) when sent by facsimile (with written confirmation
of transmission); or (iii) two Business Days following the day sent by overnight
courier (with written confirmation of receipt), in each case at the following
addresses and facsimile numbers (or to such other address or facsimile number as
a Party may have specified by notice given to the other Parties pursuant to this
provision):

     

    
_________________________

     

      1 NTD:
This provision is in the SPA and Escrow Agreement.  The miscellaneous
provisions of all of the transaction documents should remain
consistent.

    

    


    
      
        
           


        

        
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    If to the Investors, to:

     

    


    Matthew
Drakard

    Top
Cottage

    Stamford
Road

    Barnsdale

    Rutland,
LE15 8AB

    


    Simon
Booley

    9 The
Pines

    Bushby

    Leicester,
LE7 9RX

    


    Tom
Morgan

    371
Princess Park Manor

    Royal
Drive

    London,
N11 3GX

     

    With a
copy (which shall not constitute notice) to:

    


    Coman and
Anderson, P.C.

    2525
Cabot Drive, Suite 300

    Lisle,
Illinois 60532

    Facsimile:
630-428-2549

    Attention:
Daniel G. Coman

    


    and

    


    Solomon
Taylor & Shaw

    3 Coach
House Yard

    Hampstead
High Street

    London,
NW3 1QF

    Facsimile:
(44) 207 794 7485

    Attention:
Raymond Taylor

     

    If to the
Company, to:

    


    Archipelago
Learning, Inc.

    3400
Carlisle Street, Suite 345

    Dallas,
Texas 75204

    Facsimile:
(866) 515-9145

    Attention:
Chief Executive Officer

    


    With a
copy (which shall not constitute notice) to:

     

    


    
      
        
           


        

        
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    Weil,
Gotshal & Manges LLP

    100
Federal Street, 34th Floor

    Boston,
Massachusetts  02110

    Facsimile:  (617)
772-8333

    Attention:  Kevin
J. Sullivan

     

    Section
14. 
Severability.  If
any term or other provision of this Agreement is invalid, illegal, or incapable
of being enforced by any law or public policy, all other terms or provisions of
this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the Parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.

     

    Section
15. 
Binding Effect;
Assignment.  This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted
assigns.  Nothing in this Agreement shall create or be deemed to
create any third party beneficiary rights in any person or entity not a party to
this Agreement except as provided below.  No assignment of this
Agreement or of any rights or obligations hereunder may be made by any Investor
(by operation of law or otherwise) without the prior written consent of the
Company and any attempted assignment without the required consent shall be
void.

     

    Section
16. 
Other Definitional and
Interpretive Matters.  Unless otherwise expressly provided, for
purposes of this Agreement, the following rules of interpretation shall
apply:

     

    (a)  Gender and
Number.  Any reference in this Agreement to gender shall
include all genders, and words imparting the singular number only shall include
the plural and vice versa.

     

    (b)  Headings.  The
division of this Agreement into Articles, Sections and other subdivisions and
the insertion of headings are for convenience of reference only and shall not
affect or be utilized in construing or interpreting this Agreement.

     

    (c)  Herein.  The
words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this
Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.

     

    (d)  Including.  The
word “including” or any variation thereof means “including, without limitation”
and shall not be construed to limit any general statement that it follows to the
specific or similar items or matters immediately following it.

     

    


    
      
        
           


        

        
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    (e)  Construction.  The
language used in this Agreement shall be deemed to be the language chosen by the
Parties hereto to express their collective mutual intent, and no rule of strict
construction shall be applied against any Party.

     

    Section
17. 
Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed as of the date first written above.

     

    


    
      
        	 	COMPANY: 
	 	 
	 	ARCHIPELAGO LEARNING,
      INC.
	 	 
	 
      	 
      
	 
      	
                By:

              	
                /s/   Tim
      McEwen

              
	 
      	
                Name:

              	
                Tim
      McEwen

              
	 
      	
                Title:

              	
                Chief
      Executive Officer

              


      

    

     

     

     

     

     

     

     

     

    


     

    


     

    


    
      
        
          
            [Signature
Page 1 of 4 to the EducationCity Registration Rights
Agreement]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      
        	 	INVESTORS: 
	 	 
	 	 
	 
      	 
      
	 
      	
                /s/  Matthew
      Drakard

              
	 
      	
                MATTHEW
      DRAKARD

              


      

    

    
       

       

       

       

       

       

       

       

       

       

       

       



    
      
        
          
            [Signature
Page 2 of 4 to the EducationCity Registration Rights
Agreement]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      
        	 
      	 
      
	 
      	
                /s/  Simon
    Booley

              
	 
      	
                SIMON
      BOOLEY

              


      

       

       

       

       

       

       

       

       

       

       

       

       

    

    


    
      
        
          
            [Signature
Page 3 of 4 to the EducationCity Registration Rights
Agreement]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
       

      
        	 
      	 
      
	 
      	
                /s/  Thomas
    Morgan

              
	 
      	
                THOMAS
      MORGAN

              


      

       



    


    


    


    


    


    


    


    


    


    


    


    


    


     

    


    
      
        
          
            Signature
Page 4 of 4 to the EducationCity
Registration Rights Agreement