Subscription Agreement



 Exhibit 10.5 
  
 SUBSCRIPTION AGREEMENT 
  
 This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of June 1, 2006 by and among EM Acquisition Corporation, a Pennsylvania
corporation (“Merger Co” or the “Company”), and each of the undersigned purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) who are subscribing hereby to purchase
shares of Common Stock, par value $0.01 per share, of Merger Co (the “Common Stock”). 
  
 WHEREAS, the Company and the Purchasers desire to enter into an agreement pursuant to which the Purchasers will purchase from the Company, and the Company
will issue to the Purchasers, the number of shares of Common Stock as set forth on Schedule I hereto; 
  
 WHEREAS, Merger Co and Education Management Corporation, a Pennsylvania corporation (“EMC”), entered into an Agreement and Plan of
Merger, dated as of March 3, 2006 (as such agreement may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Co will merge with and into EMC (the
“Merger”), with EMC continuing as the surviving corporation (in that capacity, the “Surviving Corporation”) and succeeding to and assuming all the rights and obligations of the Company hereunder (and, from and after
the Merger, all references herein to the Company shall be deemed to be references to EMC in its capacity as the Surviving Corporation); and 
  
 WHEREAS, pursuant to the Merger, each outstanding share of Common Stock will be converted into one share of the common stock, par value $0.01 per share,
of the Surviving Corporation (the “Surviving Corporation Common Stock”). 
  
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows: 
  
 1. Purchase and Sale of Common Stock. Subject to the terms and
conditions set forth in this Agreement, immediately prior to the consummation of the Merger, each of the Purchasers shall purchase, and the Company shall sell to each Purchaser (the “Subscription”), at a purchase price of $50.00 per
share (the “Per Share Purchase Price”), the number of shares of Common Stock set forth next to such Purchaser’s name on Schedule I to this Agreement. 
  
 2. Contribution. At the closing of the transactions contemplated hereunder (the “Closing”), GS
Capital Partners V Fund, L.P, a Delaware limited partnership (“GSCP”), and Providence Equity Partners V L.P., a Delaware limited partnership (“Providence”, and collectively with GSCP, the “Original
Purchasers”), shall contribute to the Company the shares of Common Stock (the “Original Shares”) purchased by the Original Purchasers pursuant to subscription agreements, each dated March 3, 2006, by and between the
Company and each of GSCP and Providence (the “Original Subscription Agreements”), in exchange for the purchase price paid for such shares (the “Original Purchase Price”). Upon such contribution of the Original
Shares by the Original Purchasers, the Original Subscription Agreements shall be hereby terminated and of no further force and effect. 







 3. Actions at the Closing. Simultaneously with, or prior to, the Closing, the following actions
shall occur: 
  
 (a) The Company shall deliver to each Purchaser
or to such Purchaser’s designated custodian a certificate or certificates representing the shares of Common Stock purchased by such Purchaser, registered in the name of such Purchaser or its nominee, against receipt at the Closing by the
Company from the Purchasers of the product of the Per Share Purchase Price and such number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule I, which shall be paid by wire transfer to an account designated by
the Company; 
  
 (b) A shareholders’ agreement, dated as of
the date hereof (the “Shareholders’ Agreement”), among Merger Co, GSCP, GS Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted limited partnership (“GSCP Offshore”), GS Capital Partners V
GmbH & Co. KG, a limited partnership formed under the laws of the Federal Republic of Germany (“GSCP Germany”), GS Capital Partners V Institutional, L.P., a Delaware limited partnership (“GSCP
Institutional”, collectively with GSCP, GSCP Offshore and GSCP Germany, the “GSCP Parties”), Providence, Providence Equity Partners V-A L.P., a Delaware limited partnership (“Providence-A”), Providence
Equity Partners IV L.P., a Delaware limited partnership (“Providence-IV”), Providence Equity Operating Partners IV L.P., a Delaware limited partnership (“Providence Operating-IV”, collectively with Providence,
Providence-A, Providence-IV, the “Providence Parties”) and the other Purchasers shall be duly executed and delivered by the parties thereto; 
  
 (c) A registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), among Merger Co and each of the
Purchasers shall be duly executed and delivered by the parties thereto; 
  
 (d) A management rights letter agreement, dated as of the date hereof (the “Management Rights Letter Agreement”), intended to provide to the Purchasers who are parties thereto and who are “venture capital operating
companies” (within the meaning of the Department of Labor’s plan asset regulation) (the “Management Rights Investors”) with “contractual management rights” (within the meaning of the Department of Labor’s
plan asset regulation), with respect to the Company and its direct and indirect subsidiaries, shall be duly executed and delivered by the parties thereto; and 
  

(e) The Original Purchasers shall deliver certificates representing the Original Shares against payment by the Company of the Original Purchase Price.

  
 4. Conditions to Closing. The obligation of the parties
to consummate the Subscription shall be subject to the concurrent consummation of the Merger contemplated by the Merger Agreement, the execution in full and delivery of the Shareholders’ Agreement, the Registration Rights Agreement and a
Management Rights Letter Agreement, as applicable, and the completion of the transactions contemplated in Section 2 hereof. 
  

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 5. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants
to the Company as follows: 
  
 (a) Such Purchaser is acquiring the
Common Stock for such Purchaser’s own account as principal for investment and not with a view to resale, distribution or fractionalization in whole or in part, and has no present agreement, understanding or arrangement to subdivide, sell,
assign or otherwise dispose of all or any part of the Common Stock or the Surviving Corporation Common Stock and understands that there is no established market for the Common Stock or the Surviving Corporation Common Stock and no public market for
the Common Stock or the Surviving Corporation Common Stock is likely to develop; provided, however, that AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. is acquiring the Common Stock in its capacity as custodian for AlpInvest
Partners Later Stage Co-Investments IIA C.V. 
  
 (b) Such
Purchaser acknowledges that the offering and sale of Common Stock is subject to the execution and delivery of the Shareholders’ Agreement and the Registration Rights Agreement and that the shares of Common Stock it is acquiring will be
converted into shares of Surviving Corporation Common Stock upon the consummation of the Merger contemplated by the Merger Agreement. 
  
 (c) Such Purchaser acknowledges that the offering and sale of Common Stock is intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), and that the Common Stock and the Surviving Corporation Common Stock cannot be sold or otherwise disposed of (the commission of any such act, or any such similar act in relation to a person’s
beneficial interest in the Company being referred to as a “Transfer”) unless the Transfer is registered under the Securities Act or an exemption from such registration is available. Such Purchaser also understands that the Transfer
of the Common Stock and Surviving Corporation Common Stock will be restricted by the provisions of state securities laws and the terms of the Shareholders’ Agreement. 
  
 (d) Such Purchaser represents that it is an “accredited investor,” as such term is defined in Rule 501 of
Regulation D, promulgated under the Securities Act. 
  
 (e) If
such Purchaser is an entity, such Purchaser is duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to carry on its business as presently conducted
and proposed to be conducted. 
  
 (f) Such Purchaser has full
power and authority to execute, deliver and perform its obligations under this Agreement, the Shareholders’ Agreement, the Registration Rights Agreement and the Management Rights Letter Agreement, as applicable. This Agreement, the
Shareholders’ Agreement, the Registration Rights Agreement and the Management Rights Letter Agreement, as applicable, have been duly and validly authorized, executed and delivered by such Purchaser. 
  
 (g) This Agreement, the Shareholders’ Agreement, the Registration Rights
Agreement the Management Rights Letter Agreement, as applicable, constitute a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with their terms, except as the enforceability of such agreement may be
limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. 
  

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 (h) The execution, delivery and performance by such Purchaser of this Agreement, the Shareholders’
Agreement, the Registration Rights Agreement and the Management Rights Letter Agreement, as applicable, do not and will not (i) require such Purchaser to obtain any consent, approval, authorization or other order of, or to make any filing,
registration or qualification with any court, regulatory body, administrative agency or other governmental body (except such as may have previously been obtained or is permitted to be, and will be, filed or made promptly following the date hereof),
or (ii) if such Purchaser is an entity, conflict with or constitute a violation of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of such Purchaser, (iii) violate, conflict with or
constitute a breach or default under, or result in the imposition of a lien or encumbrance on any material properties of such Purchaser pursuant to any bond, debenture, note or other evidence of indebtedness of such Purchaser or any indenture or
other material agreement to which such Purchaser is a party or by which it is bound or to which any material property of such Purchaser may be subject or (iv) violate, conflict with or constitute a breach of any law, regulation, order,
arbitration award, judgment or decree. 
  
 6. Representations
and Warranties of the Original Purchasers. In addition to the representations and warranties in Section 5 above, each Original Purchaser hereby also represents and warrants to the Company as follows: 
  
 (a) Such Original Purchaser is the beneficial owner of and has good and valid
title to the Original Shares to be delivered to the Company pursuant to this Agreement. All such Original Shares are validly issued, fully paid and nonassessable, and are owned by such Original Purchaser free and clear of any Liens. Upon
consummation of the transactions contemplated by this Agreement, such Original Purchaser will convey to the Company good and valid title to the Original Shares, free and clear of any Liens. 
  
 7. Representations and Warranties of the Company. The Company
represents and warrants to the Purchasers as follows: 
  
 (a) The
Company is duly organized and is validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to carry on its business as presently conducted and proposed to be
conducted. A true and complete copy of the bylaws of the Company which shall be the bylaws of the Surviving Corporation have been delivered to each Purchaser. 
  

(b) The Company has full power and authority to execute, deliver and perform its obligations under this Agreement, the Shareholders’ Agreement,
the Registration Rights Agreement and the Management Rights Letter Agreements. This Agreement, the Shareholders’ Agreement, the Registration Rights Agreement and the Management Rights Letter Agreements have been duly and validly authorized,
executed and delivered by the Company. 
  
 (c) This Agreement, the
Shareholders’ Agreement, the Registration Rights Agreement and the Management Rights Letter Agreements constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except as the
enforceability of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. 
  

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 (d) The authorized capital stock of the Company consists of 40,000,000 shares of Common Stock. The only
shares of Common Stock outstanding immediately prior to the Closing are the Original Shares. Immediately prior to the Closing, there are no outstanding options, warrants or other rights to subscribe for, purchase or otherwise acquire any securities
of the Company. The number of such shares which will be issued and outstanding after giving effect to the transactions contemplated by this Agreement and the number of shares of Surviving Corporation Common Stock which will be issued and outstanding
immediately after giving effect to the consummation of the Merger are set forth on Schedule I. 
  
 (e) Upon consummation of the transactions contemplated by this Agreement, the shares of Common Stock conveyed to such Purchaser set forth next to such
Purchaser’s name will be duly authorized, validly issued, fully paid and nonassesable. 
  
 (f) The execution, delivery and performance by the Company of this Agreement, including the issuance and delivery of the shares of Common Stock to the Purchasers hereunder, the Shareholders’ Agreement, the
Registration Rights Agreement and the Management Rights Letter Agreements will not (i) require the Company to obtain any consent, approval, authorization or other order of, or to make any filing, registration or qualification with any court,
regulatory body, administrative agency or other governmental body (except such as may have previously been obtained or is permitted to be, and will be, filed or made promptly following the date hereof), (ii) conflict with or constitute a
violation of any provision of the certificate of incorporation or bylaws of the Company, (iii) violate, conflict with or constitute a breach or default under, or result in the imposition of a lien or encumbrance on any material properties of
the Company pursuant to any bond, debenture, note or other evidence of indebtedness of the Company or any indenture or other material agreement to which the Company is a party or by which it is bound or to which any material property of the Company
may be subject or (iv) violate, conflict with or constitute a breach of any law, regulation, order, arbitration award, judgment or decree. 
  
 (g) The Company has not conducted any material business, entered into any material transactions or incurred material liability from the date of purchase
of the Original Shares until the Closing hereunder other than in connection with the Merger and the financing thereof. 
  
 8. Indemnification. The Company agrees to indemnify and hold harmless each of the Purchasers, their respective directors, members, managers and
officers and their affiliates (the Purchasers, and the respective directors, officers, partners, members, managers, affiliates and controlling persons thereof, each, a “Purchaser Indemnitee”) from and against any and all liability,
including, without limitation, all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including shareholder claims, actions, injuries, demands, suits, judgments, proceedings,
investigations or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together, the “Losses”), incurred by such Purchaser Indemnitee before or after the
date of this Agreement and arising out of, resulting from, or relating to (a) such Purchaser Indemnitee’s purchase and/or ownership of the shares of Common Stock or the Surviving Corporation Common Stock; (b) the transactions
contemplated by the Merger Agreement (including the agreements described therein), and any other purchase agreements 

  

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pursuant to which any Purchaser Indemnitee purchased securities of the Company and all agreements contemplated thereby; or (c) any litigation to which
any Purchaser Indemnitee is made a party in its capacity as a shareholder or owner of securities (or a partner, director, officer, member, manager, affiliate or controlling person of any Purchaser Indemnitee) of the Company or the Surviving
Corporation, including any litigation arising out of the sale or merger of the Company or the Surviving Corporation; provided that the foregoing indemnification rights in this Section 8 shall not be available to the extent that (i) any
such Losses are incurred as a result of such Purchaser Indemnitee’s willful misconduct or gross negligence; (ii) any such Losses are incurred as a result of non-compliance by such Purchaser Indemnitee with any laws or regulations
applicable to any of them; (iii) any such Losses are incurred as a result of non-compliance by such Purchaser Indemnitee with its obligations under any of the agreements or instruments referenced above or any other agreements or instruments
with respect to the Company to which such Purchaser Indemnitee is or becomes a party or otherwise becomes bound or such Purchaser Indemnitee’s breach of this Agreement; or (iv) subject to the rights of contribution provided for below, to
the extent indemnification for any Losses would violate any applicable law, regulation or public policy. For purposes of this Section 8, none of the circumstances described in the limitations contained in the proviso in the immediately
preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Purchaser Indemnitee as to any
previously advanced indemnity payments made by the Company under this Section 8, then such payments shall be promptly repaid by such Purchaser Indemnitee to the Company. The rights of any Purchaser Indemnitee to indemnification hereunder will
be in addition to any other rights any such party may have under the Shareholders’ Agreement, the Registration Rights Agreement, the Management Rights Letter Agreement, as applicable, or any other agreement or instrument referenced above or any
other agreement or instrument to which such Purchaser Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section 8, so long as
any Purchaser Indemnitee is fully indemnified for all Losses, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Purchaser Indemnitee to which such payment is made against all other persons.
Such Purchaser Indemnitee shall execute all papers reasonably required to evidence such rights. The Company will be entitled at its election to participate in the defense of any third party claim upon which indemnification is due pursuant to this
Section 8 or to assume the defense thereof, with counsel reasonably satisfactory to such Purchaser Indemnitee unless, in the reasonable judgment of the Purchaser Indemnitee, a conflict of interest between the Company and such Purchaser
Indemnitee may exist, in which case such Purchaser Indemnitee shall have the right to assume its own defense and the Company shall be liable for all reasonable expenses therefor. Except as set forth above, should the Company assume such defense all
further defense costs of the Purchaser Indemnitee in respect of such third party claim shall be for the sole account of such party and not subject to indemnification hereunder. The Company will not without the prior written consent of the Purchaser
Indemnitee effect any settlement of any threatened or pending third party claim in which such Purchaser Indemnitee is or could have been a party and be entitled to indemnification hereunder unless such settlement solely involves the payment of money
and includes an unconditional release of such Purchaser Indemnitee from all liability and claims that are the subject matter of such claim. If the indemnification provided for above is unavailable in respect of any Losses, then the Company, in


  

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lieu of indemnifying a Purchaser Indemnitee, shall contribute to the amount paid or payable by such Purchaser Indemnitee in such proportion as is appropriate
to reflect the relative fault of the Company and such Purchaser Indemnitee in connection with the actions which resulted in such Losses, as well as any other equitable considerations. 
  
 9. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be
sufficient if contained in a written instrument delivered in person or by telecopy (with a confirmatory copy sent by different means within three business days of such notice), nationally-recognized overnight courier or first class registered or
certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or at such address or to the attention of such other person as may hereafter be designated in writing by such party to the other
parties: 
  
 (i) if to the Company, to: 
  
 Education Management Corporation 
 210 Sixth Avenue 
 Pittsburgh, Pennsylvania
15222 
 Telephone: (412) 562-0900 
 Telecopy:   (412) 562-0598 
 Attention:   John R. McKernan, Jr. 
  
 with a copy to: 
  
 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, New York 10017 
 Telephone: (212) 455-2000 
 Telecopy:
  (212) 455-2502 
 Attention:   Gary I. Horowitz, Esq. 
  
 (ii) if to a Purchaser, to: 
  
 the address of such Purchaser as set forth on Schedule I. 
  
 All such notices, requests, consents and other communications will be deemed to have been given hereunder when received.

  
 10. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, provided that the provisions set forth herein that are required to be governed by the Pennsylvania Business Corporation Law of 1988, as amended, shall be governed by the
Pennsylvania Business Corporation Law of 1988, as amended. 
  
 11.
Transfer and Assignment. This Agreement shall be binding upon and inure to the benefit of the Purchasers and the Company. None of the Purchasers shall have the 

  

 7 








 
right to assign all or any part of its rights and obligations except in accordance with the Shareholders’ Agreement. 
  
 12. Survival of Representations and Warranties. The representations,
warranties and covenants in this Agreement shall survive the execution and delivery of this Agreement, any investigation, the Closing hereunder and the closing under the Merger Agreement. 
  
 13. Entire Agreement. This Agreement and the other writings referred to herein or delivered pursuant hereto which
form a part hereof contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way. 
  
 14. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 
  
 15. Counterparts. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. 
  
 [Remainder of Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as of the day and year
first above written. 
  

			
	EM ACQUISITION CORPORATION
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	GS CAPITAL PARTNERS V FUND, L.P.
		
	By:	 	GSCP V Advisors, L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
		
	By:	 	GSCP V Offshore Advisors, L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS CAPITAL PARTNERS V GmbH & Co. KG
		
	By:	 	GS Advisors V, L.L.C.,
		 	its managing limited partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
		
	By:	 	GS Advisors V, L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	PROVIDENCE EQUITY PARTNERS V L.P.
		
	By:	 	Providence Equity Partners GP V L.P.,
		 	its general partner
		
	By:	 	Providence Equity Partners V LLC,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	PROVIDENCE EQUITY PARTNERS V-A L.P.
		
	By:	 	Providence Equity Partners GP V L.P.,
		 	its general partner
		
	By:	 	Providence Equity Partners V LLC,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	PROVIDENCE EQUITY PARTNERS IV L.P.
		
	By:	 	Providence Equity GP IV LP,
		 	its general partner
		
	By:	 	Providence Equity Partners IV L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	PROVIDENCE EQUITY OPERATING PARTNERS IV L.P.
		
	By:	 	Providence Equity GP IV LP,
		 	its general partner
		
	By:	 	Providence Equity Partners IV L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	GS PRIVATE EQUITY PARTNERS 2000, L.P.
		
	By:	 	GS PEP 2000 Advisors, L.L.C.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its Managing Member
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS PRIVATE EQUITY PARTNERS 2000 OFFSHORE HOLDINGS, L.P.
		
	By:	 	GS PEP 2000 Offshore Holdings Advisors, Inc.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS PRIVATE EQUITY PARTNERS 2000 – DIRECT INVESTMENT FUND, L.P.
		
	By:	 	GS PEP 2000 Direct Investment Advisors, L.L.C.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its Managing Member
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	GS PRIVATE EQUITY PARTNERS 2002, L.P.
		
	By:	 	GS PEP 2002 Advisors, L.L.C.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its Managing Member
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS PRIVATE EQUITY PARTNERS 2002 OFFSHORE HOLDINGS, L.P.
		
	By:	 	GS PEP 2002 Offshore Holdings Advisors, Inc.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its director
		
	By:	 	  
		 	Name:
		 	Title:
	
	GS PRIVATE EQUITY PARTNERS 2002 – DIRECT INVESTMENT FUND, L.P.
		
	By:	 	GS PEP 2002 Direct Investment Advisors, L.L.C.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its Managing Member
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	GS PRIVATE EQUITY PARTNERS 2002 EMPLOYEE FUND, L.P.
		
	By:	 	GS PEP 2002 Employee Funds GP, L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004, L.P.
		
	By:	 	Goldman Sachs PEP 2004 Advisors, L.L.C.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its Managing Member
		
	By:	 	  
		 	Name:
		 	Title:
	
	GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P.
		
	By:	 	Goldman Sachs PEP 2004 Offshore Holdings Advisors, Inc.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 – DIRECT INVESTMENT FUND, L.P.
		
	By:	 	Goldman Sachs PEP 2004 Direct Investment Advisors, L.L.C.,
		 	its general partner
		
	By:	 	GSAM Gen-Par, L.L.C.,
		 	its Managing Member
		
	By:	 	  
		 	Name:
		 	Title:
	
	GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
		
	By:	 	Goldman Sachs PEP 2004 Employee Funds GP, L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:
	
	MULTI-STRATEGY HOLDINGS, L.P.
		
	By:	 	Multi-Strategy Holdings Offshore Advisors, Inc.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:    Authorized Signatory
	
	GOLDMAN SACHS EDMC INVESTORS, L.P.
		
	By:	 	GS EDMC Advisors, L.L.C.,
		 	its general partner
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 








			
	FISHER LYNCH CO-INVESTMENT PARTNERSHIP, L.P.
		
	By:	 	Fisher Lynch GP, L.P.,
		 	its general partner
		
	By:	 	FLC G.P., Inc.,
		 	its general partner
		
	By:	 	  
		 	Name: Leon Kuan
		 	Title:    Authorized Officer
	
	ONTARIO TEACHERS’ PENSION PLAN BOARD
		
	By:	 	  
		 	Name: Michele Buchignani
		 	Title:    Portfolio Manager
	
	GENERAL ELECTRIC PENSION TRUST
		
	By:	 	GE Asset Management Incorporated,
		 	its Investment Manager
		
	By:	 	  
		 	Name: Andreas T. Hildebrand
		 	Title:    Vice President
	
	CGI PRIVATE EQUITY LP, LLC
		
	By:	 	  
		 	Name:
		 	Title:    Attorney-In-Fact


  
 [Signature Page
to Subscription Agreement] 








			
	CREDIT SUISSE/ CFIG EMDC SPV, LLC
		
	By:	 	DLJ MB Advisors, Inc.,
		 	its Sole Member
		
	By:	 	  
		 	Name:
		 	Title:
	
	ALPINVEST PARTNERS CS INVESTMENTS 2006 C.V.
		
	By:	 	  
		 	Name:
		 	Title:
		
	By:	 	  
		 	Name:
		 	Title:
	
	ALPINVEST PARTNERS LATER STAGE CO-INVESTMENTS CUSTODIAN IIA B.V., (as custodian for ALPINVEST PARTNERS LATER STAGE CO-INVESTMENTS IIA C.V.)
		
	By:	 	  
		 	Name:
		 	Title:
		
	By:	 	  
		 	Name:
		 	Title:


  
 [Signature Page
to Subscription Agreement] 







 Schedule I 
  
 Issuance of Common Stock 
  

										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately After the
Merger
	 GS Capital Partners V Fund, L.P.
 Goldman Sachs Capital Partner
 c/o Goldman, Sachs & Co.
 85 Broad Street
 New York, New York 10004
 Telephone:    
(212) 902-0353
 Telecopy:       (212) 357-5505
 Attention:       John Bowman
	  	 with a copy to:
 Fried, Frank, Harris, Shriver & Jacobson LLP
 One New York Plaza
 New York, New York 10004
 Telephone:     (212)
859-8000
 Telecopy:       (212) 859-4000
 Attention:       Robert C. Schwenkel, Esq.
                           Philip Richter, Esq.
	  	5,265,601.00	  	$	263,280,050	  	5,265,601.00
					
	 GS Capital Partners V Offshore Fund, L.P.
 Goldman Sachs Capital Partner
 c/o Goldman, Sachs & Co.
 85 Broad Street
 New York, New York 10004
 Telephone:    
(212) 902-0353
 Telecopy:       (212) 357-5505
 Attention:       John Bowman
	  	 with a copy to:
 Fried, Frank, Harris, Shriver & Jacobson LLP
 One New York Plaza
 New York, New York 10004
 Telephone:     (212)
859-8000
 Telecopy:       (212) 859-4000
 Attention:       Robert C. Schwenkel, Esq.
                         Philip Richter, Esq.
	  	2,719,989.00	  	$	135,999,450	  	2,719,989.00
					
	 GS Capital Partners V GmbH & Co. KG
 Goldman Sachs Capital Partner
 c/o Goldman, Sachs & Co.
 85 Broad Street
 New York, New York 10004
 Telephone:    
(212) 902-0353
 Telecopy:       (212) 357-5505
 Attention:       John Bowman
	  	 with a copy to:
 Fried, Frank, Harris, Shriver & Jacobson LLP
 One New York Plaza
 New York, New York 10004
 Telephone:     (212)
859-8000
 Telecopy:       (212) 859-4000
 Attention:       Robert C. Schwenkel, Esq.
                         Philip Richter, Esq.
	  	208,763.00	  	$	10,438,150	  	208,763.00

  

 Schedule I - 1 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 GS Capital Partners V Institutional, L.P.
 Goldman Sachs Capital Partner
 c/o Goldman, Sachs & Co.
 85 Broad Street
 New York, New York 10004
 Telephone:    
(212) 902-0353
 Telecopy:       (212) 357-5505
 Attention:       John Bowman
	  	 with a copy to:
 Fried, Frank, Harris, Shriver & Jacobson LLP
 One New York Plaza
 New York, New York 10004
 Telephone:     (212)
859-8000
 Telecopy:       (212) 859-4000
 Attention:       Robert C. Schwenkel, Esq.
                       Philip Richter, Esq.
	  	1,805,647.00	  	$	90,282,350	  	1,805,647.00
					
	 Providence Equity Partners V L.P.
 Providence Equity Partners
 50 Kennedy Plaza, 18th Floor
 Providence, Rhode Island 02903
 Telecopy:       (401) 751-1790
 Attention:       Paul J. Salem
	  	 with a copy to:
 Weil, Gotshal & Manges LLP
 50 Kennedy Plaza
 Providence, Rhode Island 02903
 Telephone:     (401)
278-4700
 Telecopy:       (401) 278-4701
 Attention:       David K. Duffell, Esq.
	  	8,117,764.80	  	$	405,888,240	  	8,117,764.80
					
	 Providence Equity Partners V-A L.P.
 Providence Equity Partners
 50 Kennedy Plaza, 18th Floor
 Providence, Rhode Island 02903
 Telecopy:       (401) 751-1790
 Attention:       Paul J. Salem
	  	 with a copy to:
 Weil, Gotshal & Manges LLP
 50 Kennedy Plaza
 Providence, Rhode Island 02903
 Telephone:     (401)
278-4700
 Telecopy:       (401) 278-4701
 Attention:       David K. Duffell, Esq.
	  	1,282,235.20	  	$	64,111,760	  	1,282,235.20

  

 Schedule I - 2 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 Providence Equity Partners IV L.P.
 Providence Equity Partners
 50 Kennedy Plaza, 18th Floor
 Providence, Rhode Island 02903
 Telecopy:       (401) 751-1790
 Attention:       Paul J. Salem
	  	 with a copy to:
 Weil, Gotshal & Manges LLP
 50 Kennedy Plaza
 Providence, Rhode Island 02903
 Telephone:     (401)
278-4700
 Telecopy:       (401) 278-4701
 Attention:       David K. Duffell, Esq.
	  	598,071.00	  	$	29,903,550	  	598,071.00
					
	 Providence Equity Operating Partners IV L.P.
 Providence Equity Partners
 50 Kennedy Plaza, 18th Floor
 Providence, Rhode Island 02903
 Telecopy:       (401) 751-1790
 Attention:       Paul J. Salem
	  	 with a copy to:
 Weil, Gotshal & Manges LLP
 50 Kennedy Plaza
 Providence, Rhode Island 02903
 Telephone:     (401)
278-4700
 Telecopy:       (401) 278-4701
 Attention:       David K. Duffell, Esq.
	  	1,929.00	  	$	96,450	  	1,929.00
					
	 GS Private Equity Partners 2000, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:     (212) 357-3448
 Telecopy:       (212) 428-4677
 Attention:       Brandon T. Press
                       Vice President & Assistant General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:     (212) 902-9839
 Telecopy:
      (212) 493-0187
 Attention:       Jennifer Barbetta
                  Vice President
	  	427,925.60	  	$	21,396,280	  	427,925.60

  

 Schedule I - 3 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 GS Private Equity Partners 2000 Offshore Holdings, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone: (212) 357-3448
 Telecopy: (212) 428-4677
 Attention: Brandon T. Press
                     Vice President & Assistant
                     General
Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone: (212) 902-9839
 Telecopy: (212) 493-0187
 Attention: Jennifer Barbetta
                     Vice
President
	  	150,625.60	  	$	7,531,280	  	150,625.60
					
	 GS Private Equity Partners 2000 – Direct Investment Fund, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone: (212) 357-3448
 Telecopy: (212) 428-4677
 Attention: Brandon T. Press
                     Vice President & Assistant
                     General
Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone: (212) 902-9839
 Telecopy: (212) 493-0187
 Attention: Jennifer Barbetta
                 Vice President
	  	166,192.00	  	$	8,309,600	  	166,192.00
					
	 GS Private Equity Partners 2002, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone: (212) 357-3448
 Telecopy: (212) 428-4677
 Attention: Brandon T. Press
                     Vice President & Assistant
                     General
Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone: (212) 902-9839
 Telecopy: (212) 493-0187
 Attention: Jennifer Barbetta
                 Vice President
	  	59,656.16	  	$	2,982,808	  	59,656.16

  

 Schedule I - 4 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 GS Private Equity Partners 2002 Offshore Holdings, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:   (212) 357-3448
 Telecopy:     (212) 428-4677
 Attention:     Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:   (212) 902-9839
 Telecopy:    (212)
493-0187
 Attention:     Jennifer Barbetta
                     Vice
President
	  	229,773.60	  	$	11,488,680	  	229,773.60
					
	 GS Private Equity Partners 2002 – Direct Investment Fund, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:   (212) 357-3448
 Telecopy:     (212) 428-4677
 Attention:     Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:   (212) 902-9839
 Telecopy:     (212)
493-0187
 Attention:     Jennifer Barbetta
                     Vice
President
	  	51,850.40	  	$	2,592,520	  	51,850.40
					
	 GS Private Equity Partners 2002 Employee Fund, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:  (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:     (212) 902-9839
 Telecopy:
    (212) 493-0187
 Attention:     Jennifer Barbetta
                     Vice
President
	  	26,379.64	  	$	1,318,982	  	26,379.64

  

 Schedule I - 5 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 GS Private Equity Partners 2004, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:   (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:  (212) 902-9839
 Telecopy:    (212)
493-0187
 Attention:    Jennifer Barbetta
                     Vice
President
	  	18,553.96	  	$	927,698	  	18,553.96
					
	 GS Private Equity Partners 2004 Offshore Holdings, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:  (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:  (212) 902-9839
 Telecopy:    (212)
493-0187
 Attention:    Jennifer Barbetta
                     Vice
President
	  	120,705.08	  	$	6,035,254	  	120,705.08
					
	 GS Private Equity Partners 2004 – Direct Investment Fund, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:  (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:  (212) 902-9839
 Telecopy:    (212)
493-0187
 Attention:    Jennifer Barbetta
                     Vice
President
	  	83,372.54	  	$	4,168,627	  	83,372.54

  

 Schedule I - 6 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 GS Private Equity Partners 2004 Employee Fund, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:  (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:  (212) 902-9839
 Telecopy:    (212)
493-0187
 Attention:    Jennifer Barbetta
                     Vice
President
	  	30,369.34	  	$	1,518,467	  	30,369.34
					
	 Multi-Strategy Holdings, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:  (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  	 with a copy to:
 Goldman, Sachs & Co.
 32 Old Slip, 9th Floor
 New York, New York 10005
 Telephone:  (212) 902-9839
 Telecopy:    (212)
493-0187
 Attention:    Jennifer Barbetta
                     Vice
President
	  	34,596.08	  	$	1,729,804	  	34,596.08
					
	 Goldman Sachs EDMC Investors, L.P.
 Goldman, Sachs & Co.
 One New York Plaza, 37th Floor
 New York, New York 10004
 Telephone:  (212) 357-3448
 Telecopy:    (212) 428-4677
 Attention:    Brandon T. Press
                     Vice
President & Assistant
                     General Counsel
	  		  	1,600,000.00	  	$	80,000,000	  	1,600,000.00

  

 Schedule I - 7 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 Fisher Lynch Co-Investment Partnership, L.P.
 Fisher Lynch Capital
 2929 Campus Drive, Suite 410
 San Mateo, California 94403
 Telephone:  (650) 233-8016
 Telecopy:    (650) 240-0277
 Attention:    Leon Kuan
	  	 with a copy to:
 Proskauer Rose LLP
 One International Place
 Boston, Massachusetts 02110-2600
 Telephone:  (617) 526-9754
 Telecopy:    (617) 526-9899
 Attention:    Howard J. Beber, Esq.
	  	400,000.00	  	$	20,000,000	  	400,000.00
					
	 Ontario Teachers’ Pension Plan Board
 5650 Yonge Street
 Toronto, Ontario
 Canada M2M 4H5
 Telephone:  (416) 730-5321
 Telecopy:    (416) 730-3771
 Attention:    Michael Padfield, Senior Legal
                     Counsel
– Investments
                     Lee Sienna, Vice President –
                     Private
Capital
	  	 with a copy to:
 Goodwin Procter LLP
 53 State Street
 Boston, Massachusetts 02109
 Telephone:  (617) 570-1304
 Telecopy:    (617) 523-1231
 Attention:    Kathy A. Fields, Esq.
	  	1,000,000.00	  	$	50,000,000	  	1,000,000.00
					
	 General Electric Pension Trust
 c/o GE Asset Management Incorporated
 3001 Summer Street, P.O. Box 7900
 Stamford, Connecticut 06904-7900
 Telephone:  (203) 326-2306
 Telecopy:    (203) 326-4073
 Attention:    Daniel L. Furman
	  	 with a copy to:
 Dewey Ballantine LLP
 1301 Avenue of the Americas
 New York, New York 10019-6092
 Telephone:  (212) 259-6570
 Telecopy:    (212) 259-6333
 Attention:    Linda E. Ransom
	  	400,000.00	  	$	20,000,000	  	400,000.00

  

 Schedule I - 8 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 CGI Private Equity LP, LLC
 c/o Citigroup Private Equity
 388 Greenwich Street, 32nd Floor
 New York, New York 10013
 Telephone:  (212) 816-2151
 Telecopy:    (212) 816-0221
 Attention:    Todd Benson
	  	 with a copy to:
 Citigroup Private Equity
 731 Lexington Avenue, 23rd Floor
 New York, New York 10022
 Telephone:  (212) 559-7885
 Telecopy:    (646)
291-3063
 Attention:    Ranesh Ramanathan, Esq.
	  	400,000.00	  	$	20,000,000	  	400,000.00
					
	 Credit Suisse/CFIG EMDC SPV, LLC Credit Suisse
 11 Madison Avenue, 16th Floor
 New York, New York 10010
 Telephone:  (212) 538-3423
 Telecopy:    (212) 538-0424
 Attention:    Nadim Barakat
	  		  	300,000.00	  	$	15,000,000	  	300,000.00
					
	 AlpInvest Partners CS Investments 2006 C.V.
 c/o AlpInvest Partners N.V.
 Jachthavenweg 118
 1081 KJ Amsterdam
 The Netherlands
 Telephone:  +31 20 540 7575
 Telecopy:    +31 20 540 7500
 Attention:    Patrick de van der
Schueren
	  	 with a copy to:
 AlpInvest Partners Inc.
 630 Fifth Avenue, 28th Floor
 New York, New York 10111
 Telephone:  (212) 332-6240
 Telecopy:    (212)
332-6241
 Attention:    Iain Leigh
  
 Ropes & Gray LLP
 45 Rockefeller Plaza
 New York, New York 10111
 Telephone:  (212) 841-0600
 Telecopy:    (212) 841-5725
 Attention:    Daniel C. Kolb, Esq.
	  	494,550.00	  	$	24,727,500	  	494,550.00

  

 Schedule I - 9 









										
	 Name of
Purchaser
and
Purchaser’s Address
	  	Number of
Shares of
Merger Co
Common Stock
Purchased	  	Purchase Price of
Merger Co
Common Stock	  	Number of Shares of
Surviving Corporation
Common Stock
Immediately
After the Merger
	 AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. (as custodian for AlpInvest Partners Later
Stage Co-Investments IIA C.V.)
 c/o AlpInvest Partners N.V.
 Jachthavenweg 118
 1081 KJ Amsterdam
 The Netherlands
 Telephone:  +31 20 540 7575
 Telecopy:    +31 20 540 7500
 Attention:    Patrick de van der Schueren
	  	 with a copy to:
 AlpInvest Partners Inc.
 630 Fifth Avenue, 28th Floor
 New York, New York 10111
 Telephone:  (212) 332-6240
 Telecopy:    (212)
332-6241
 Attention:    Iain Leigh
  
 Ropes & Gray LLP
 45 Rockefeller Plaza
 New York, New York 10111
 Telephone:  (212) 841-0600
 Telecopy:    (212) 841-5725
 Attention:    Daniel C. Kolb, Esq.
	  	5,450.00	  	$	272,500	  	5,450.00
					
	 TOTAL:
	  		  	26,000,000.00	  	$	1,300,000,000	  	26,000,000.00

  

 Schedule I - 10