Option Agreement



 Exhibit 10.4 
 Execution Copy 
 OPTION AGREEMENT 
 This Option Agreement (the “Agreement”) is dated this 31st day of May, 2006 (the “Effective Date”), by and between
Achievement Technologies, Inc., a Delaware corporation (the “Company”), Houghton Mifflin Company, a Massachusetts corporation (“HMCo”) and Tibbar, LLC, a Delaware limited liability company, Tibbar FF, LLC, a
Delaware limited liability company, Monitor Clipper Equity Partners, L.P., a Delaware limited partnership, Monitor Clipper Equity Partners (Foreign), L.P., a Delaware limited partnership and Michael Perik, an individual, the holders of a majority of
the outstanding capital stock of the Company (collectively, the “Stockholders” and together with the Company, the “Sellers”). Capitalized terms set forth herein but not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement (as defined below). 
 WHEREAS, the Company and HMCo are parties to the Asset Purchase
Agreement (the “Purchase Agreement”), of even date herewith, by and among HMCo, the Company and the Stockholders, and the License and Services Agreement (the “License Agreement”) of even date herewith between the
Company and HMCo; 
 WHEREAS, pursuant to the Purchase Agreement, the Company shall retain the customers under the “Following The
Leaders” program (the “FTL Program”) identified on Schedule A hereto and any additional customers acquired by the Company from and after the Effective Date in accordance with this Agreement and the License Agreement (the
“Retained Customers”) and certain assets and liabilities related thereto; 
 WHEREAS, from and after the Effective Date, the
Company will continue to operate its business as it relates to the Retained Customers for its own account, including providing HMCo’s SkillsTutor educational software product, together with all modifications thereto
(“SkillsTutor”) bundled with assessment software and related services to the Retained Customers (the “Retained Business”) in accordance with the License Agreement; 
 WHEREAS, pursuant to the License Agreement, HMCo will provide certain services to the Company in connection with the operation of the Retained Business
and will license to the Company certain of the assets acquired by HMCo pursuant to the terms of the Purchase Agreement to enable the Company to operate the Retained Business; and 
 WHEREAS, the Company desires to grant to HMCo the option to acquire the Retained Business upon the terms and conditions set forth herein. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 1. OPERATION OF THE RETAINED BUSINESS; NEW CUSTOMERS 
 Notwithstanding any provision of the Purchase Agreement or any of the Ancillary Agreements to the contrary, from and after the Effective Date, the Company shall, in its sole discretion, be entitled to operate the
Retained Business for its own account. Without limiting the generality of the foregoing, the parties agree that the Company shall be responsible for all 







 obligations and liabilities of the Retained Business and shall continue to own all right, title and interest in and to
the Retained Business including, without limitation, all income generated therefrom. From and after the Effective Date, the Company shall not acquire any customers in addition to those Retained Customers listed on Schedule A; provided,
however, the Company may acquire: 
 (a) any customer that both (i) is located in Alaska, Iowa or West Virginia (collectively,
the “Territory”) and (ii) will receive funding directly or be the indirect beneficiary of funding for the SkillsTutor-based product through the FTL Program or any other successor program; 
 (b) any customer that is identified on Schedule B as a Legacy Homeroom.com Customer or on Schedule C as a Potential Legacy Homeroom.com
Customer who contracts directly with the Company to receive SkillsTutor as part of the bundled software product in accordance with the License Agreement. For purposes of this Agreement, “Customer” means any Retained Customer and any
other customer acquired by the Company in accordance with this Section 1. 
 2. GRANT OF OPTION. 
 The Company hereby grants to HMCo an irrevocable and exclusive option (the “Option”) to acquire the Retained Business from the Company at
HMCo’s sole and absolute discretion. The Option granted herein may be exercised by HMCo upon the terms and conditions set forth in Section 3, time being of the essence. 
 3. EXERCISE OF OPTION. 
 (a) As soon as practicable after April 1, 2007 and no later than
April 30, 2007, the Company shall deliver to HMCo a current list of Retained Customers, together with a proposed budget which shall set forth the estimated expenses and income for the Retained Business for the period July 1, 2007 through
June 30, 2008, along with copies of the following financial statements: (i) the unaudited monthly financial statements of the Company, including balance sheets and statements of income, retained earnings and cash flows, for the period
beginning July, 1, 2006 and ending March 31, 2007; and (ii) monthly financial projections for the Company, including the projected balance sheets and statements of income, retained earnings and cash flows, for the period beginning
April 1, 2007 and ending June 30, 2007. The Company shall also provide to HMCo during the period April 1, 2007 through May 31, 2007 such additional information with respect to the Retained Business as HMCo may reasonably request.

 (b) HMCo may elect to exercise the Option by delivering notice of the same in writing (the “Option Exercise Notice”) to
the Company at any time prior to 5:00 P.M. EST on June 15, 2007. If the Option is not exercised by such time, the Option shall automatically terminate and be of no further force and effect. The closing of the acquisition of the Assets (as
defined below) used in the Retained Business by HMCo (the “Closing”) shall be subject to the Company having obtained all necessary prior consents and approvals of any third parties as may be required under the Contracts (defined
below) or as required by law. The parties agree that the Closing may be delayed until all such consents and approvals have been obtained; provided, however, that the parties agree to cooperate and use reasonable efforts to obtain all such consents
and approvals prior to the Closing. 
  

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 (c) Subject to the terms and conditions of the License Agreement, if HMCo does not exercise the Option as
set forth herein, the Company shall be permitted to continue to operate the Retained Business for its own account in its sole and absolute discretion. 
 4. OPTION CLOSING. 
 (a) Upon exercise of the Option by HMCo as set forth herein, on the Option Closing Date, HMCo shall
acquire from the Company, and the Company shall sell, transfer, assign, convey and deliver over to HMCo, free and clear from all liens, claims and encumbrances, all of the Company’s right, title and interest in and to the following assets of
the Company (collectively, the “Assets”): 
 (i) the list of all Retained Customers; 
 (ii) all of the Company’s right, title and interest in, to and under all contracts and agreements relating to the Retained Business
which HMCo notifies the Company, in writing, at least fifteen (15) days prior to the Option Closing Date that it will acquire at Closing, subject to the Company having obtained consent to the assignment of such Contracts as, and to the extent,
required thereunder (the “Contracts”); 
 (iii) all goodwill relating to the Retained Business; 

(iv) all tangible personal property of the Company used primarily in connection with the operation of the Retained Business;

 (v) all government permits, licenses, registrations and certificates relating to the Retained Business; 
 (vi) all files, documents, instruments, papers, books, reports, records, documentation and similar materials related to the Retained
Business (but excluding duplicate copies thereof retained by the Company or its affiliates), 
 (vii) the Company’s trade
name and all goodwill; 
 (viii) any Intellectual Property of the Company relating to the Retained Business and the rights to
sue in law or in equity for past or future infringement or impairment of such Intellectual Property, and all rights to obtain renewals, continuances, divisions or extensions of legal protections pertaining thereto; 
 (ix) all cash received and accounts receivable due under the Contracts to the extent such cash and accounts receivable are associated with
school years commencing after June 30, 2007; and 
 (x) any other assets used by the Company in connection with the
operation of the Retained Business reasonably requested by HMCo to be included in the Assets. 
  

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 Except for the representations and warranties contained in the Closing Certificate (as defined below),
the Assets shall be transferred to HMCo on an “AS IS, WHERE IS” basis, without any representation or warranty of any nature whatsoever, express, implied or statutory, including, but not limited to, any warranty of merchantability or
fitness for a particular purpose. Further, the Company is making no representations or warranties whatsoever with respect to the budget and projections delivered pursuant to Section 3(a). 
 (b) Except as set forth in Section 4(a), the Company is not selling, transferring, assigning, conveying or delivering over to HMCo any of its
assets, including without limitation, the following assets of the Company: 
 (i) all cash and cash equivalents, other than
cash received under the Contracts to the extent such cash is associated with school years commencing after June 30, 2007; 
 (ii) all accounts receivable, other than accounts receivable due under the Contracts to the extent such accounts receivable are associated with school years commencing after June 30, 2007, and all notes and other amounts due or
accruing due to the Company; 
 (iii) all right, title and interest of the Company under this Agreement or any of the Closing
Documents; 
 (iv) all minute books, organizational documents, stock registers and such other books and records of the Company
as pertain to ownership, organization or existence of the Company and duplicate copies of such records included in the Assets; 
 (v) any (1) files, accounting records, internal reports, Tax records, work papers or other books and records that the Company determines are necessary or advisable to retain to complete the Company’s Tax returns, Tax audits or any
other audit by governmental agencies and that the Company is otherwise required by Law to retain; provided, however, that HMCo shall have the right to make copies of any portions of such retained books and records that relate to the conduct of the
Retained Business or any of the Assets or Assumed Liabilities; and (2) documents relating to proposals to acquire the business of the Company by persons other than HMCo; 
  

	 	(vi)	all current insurance policies of the Company or rights to proceeds thereof; 

 (vii) all the Company’s rights with respect to the leasehold interests relating to real property located at 313 Washington Street,
Newton, Massachusetts (the “Newton Lease”); 
 (viii) any prepayments of insurance and any prepayments or
deposits, including without limitation deposits with respect to the Newton Lease; and 
 (ix) any refunds of Taxes.

  

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 (c) Upon exercise of the Option and in connection with the acquisition of the Assets, HMCo shall assume,
pursuant to the Assumption Agreement (as defined below), any and all liabilities and obligations arising under the Contracts from and after the Option Closing Date, including to provide licensed products and services to Customers under subscriptions
therefore (collectively, the “Assumed Liabilities”). 
 (d) The Closing of the acquisition of the Assets hereunder shall
take place at 10:00 a.m. on June 29, 2007, effective as of July 1, 2007 at 12:01 a.m., at the offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts, or at such other time and place as the parties may mutually
agree (the “Option Closing Date”). At the Closing: 
 (i) The Company shall execute and deliver to HMCo an
Assignment and Assumption Agreement in substantially the form of Exhibit A (the “Assignment and Assumption Agreement”), together with such other instruments and documents of conveyance, assignment and assignment as are
reasonably requested by HMCo to vest in HMCo title to the Assets and for HMCo to assume the Assumed Liabilities; 
 (ii) The
Company shall execute and deliver to HMCo, and the HMCo shall execute and deliver to the Company, a Bill of Sale in substantially the form of Exhibit B (the “Bill of Sale”); 
 (iii) The Company shall deliver to HMCo a certificate of an officer of the Company certifying, on behalf of the Company, that the
representations and warranties set forth on Exhibit C are true and correct as of the Option Closing Date (the “Closing Certificate”); and 
 (iv) The Company shall execute and deliver to HMCo such other documents of assignment as may be reasonably requested by HMCo. 

The Assignment Agreement, the Assumption Agreement, the Bill of Sale and the Closing Certificate, together with any other agreements, instruments,
certificates, consents or documents executed and delivered by the parties pursuant to this Agreement, collectively are referred to as the “Closing Documents”. 
 5. CONSIDERATION. 
 (a) If HMCo exercises the Option, in consideration of the transfer of the Assets
by the Company pursuant hereto, HMCo shall pay to the Company an amount equal to sixty percent (60%) of the aggregate Operating Profit (as defined below) generated by the Purchased Business (as defined below) during each of the five
(5) Measurement Periods from and after the Option Closing Date (each such payment, an “Earnout Payment”). Each Earnout Payment shall be payable by HMCo to the Company in United States currency in immediately available funds
within thirty (30) days following each anniversary of the Option Closing Date. For purposes hereof, “Operating Profit” shall mean the aggregate amount of Net Invoiced Sale Orders of the Purchased Business during each
Measurement Period, less the aggregate amount of lobbying costs, consulting fees, a mutually agreed upon allocation for hosting costs, costs for customized development, direct project management costs (i.e., salary, fringe benefits and travel
expenses), 
  

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 legal costs and any other reasonable agreed-upon costs incurred in support of the Purchased Business during such
Measurement Period, determined in accordance with accounting principles customarily and consistently applied by HMCo. A “Net Invoiced Sale Order” is the amount of the sale pursuant to an invoiced purchase order, less the amount of
any discounts, refunds, credits and allowances given to Customers. “Measurement Period” means each annual period from July 1 through June 30 of the following calendar year, commencing on July 1, 2007. The
“Purchased Business” means the business related to the sale of SkillsTutor or any successor product based on SkillsTutor, on a stand-alone basis or bundled with assessment software and related services, to Customers in the
Territory. 
 (b) At the time of making any Earnout Payment hereunder, HMCo shall also deliver to the Company a statement which sets forth in
reasonable detail the calculation of the Operating Profit for such Measurement Period, together with all relevant information supporting such calculation (the “Payment Statement”). HMCo will also provide such other information as
the Company may reasonably request. If the Company disputes in any manner the amount of the Earnout Payment, the Company will provide notice thereof to HMCo within thirty (30) days of receipt of the Payment Statement (a “Dispute
Notice”), and the Company and HMCo agree that they will use good faith efforts to attempt to resolve such dispute. If the Company and HMCo are unable to resolve such dispute within fifteen (15) days of receipt by HMCo of the Dispute
Notice, the parties hereby agree to appoint Deloitte & Touche (the “Accountant”) to resolve such dispute. Each of the Company and HMCo shall provide reasonable cooperation to the Accountant to assist the Accountant in
resolving such dispute. The Accountant shall render a determination within sixty (60) days of its appointment hereunder. The determination of the Accountant will be final and binding on the parties, other than in the event of manifest error. If
the Accountant determines that the disputed amount or any portion thereof shall be due and owing to the Company, HMCo shall promptly (and in any event, within ten (10) days of such determination) pay the Company such amount in full. The Company
and HMCo shall bear equally the costs and expenses of the Accountant. 
 6. COVENANTS. 
 (a) Further Assurances. On the Option Closing Date, and from time to time thereafter, each of the Company and HMCo, at the request of the other,
will execute and deliver all such assignments, assumptions, endorsements and other documents, and take such other action as the requesting party may reasonably request for the more effective transfer and assignment of the Assets, the assumption of
the Assumed Liabilities and the effectiveness of the transactions contemplated by this Agreement. 
  

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 (b) No Encumbrances. The Company shall not sell, pledge, lease, license, hypothecate or dispose of
any of the Assets, or permit all or any part thereof to become subject to any Lien (as defined in the Purchase Agreement). The Company will not enter into any indenture, agreement, instrument or other arrangement with respect to the Assets which,
directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the exercise of the Option, or the benefits and rights of HMCo in its capacity as the Option holder. The
Company shall not, directly or indirectly, take or omit to take any action with respect to the Assets that has or would have the effect of depriving HMCo of the ability to exercise the Option. 
 (c) Employment Matters. If HMCo exercises the Option, the Company shall terminate effective on the Option Closing Date any employees of the
Company involved in any material respect with the operation of the Retained Business whom HMCo identifies as being employees that HMCo desires to hire as of the Option Closing Date. 
 (d) Consents. If HMCo exercises the Option, the Company shall use commercially reasonable efforts to obtain all required consents to the
assignment of the Contracts which HMCo notifies the Company of its intent to acquire pursuant to Section 4(a)(ii) above. 
 (e)
Customer Contracts. The Company shall not enter into any contract with Customers that has a term longer than twelve (12) months or that extends beyond October 31, 2007 without consent from HMCo. 
 7. INDEMNIFICATION. 
 (a) Survival of
Representations and Warranties. The representations and warranties set forth in the Closing Certificate shall survive the Option Closing Date for a period of eighteen (18) months from the Option Closing Date; provided,
however: 
 (i) representations and warranties with respect to which a claim is made within such eighteen
(18) month period shall survive with respect to such claim until such claim is resolved; 
 (ii) representations and
warranties set forth in Section (ix) of the Closing Certificate shall survive until the expiration of the applicable statutes of limitations (taking into account any tolling periods and other extensions); and 
 (iii) no claim for indemnification may be made with respect to a representation and warranty after the expiration of the applicable
survival period, other than claims based on fraud. 
 (b) Indemnification by the Company. From and after the Option Closing
Date, the Company (as an indemnifying party, an “Indemnifying Party”) covenants and agrees that it will indemnify, defend, protect, and hold harmless HMCo and each of its Affiliates (each in its capacity as an indemnified party, an
“Indemnified Party”) from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and
expenses of investigation) (collectively “Damages”) incurred by such Indemnified Party as a result of or arising from:  
 (i) any breach of any representation or warranty of the Company set forth in the Closing Certificate (as each such representation or warranty would read if all qualifications as to materiality were deleted therefrom);

  

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 (ii) any breach or nonfulfillment by the Company of, or any noncompliance by the Company
with, any covenant, agreement, or obligation contained herein or in any Closing Document; 
 (iii) any liabilities of the
Company resulting or arising from the ownership of the Assets and the operation of the Retained Business by the Company prior to the Option Closing Date; 
 (iv) any Taxes of the Company of any kind relating to or arising in connection with the exercise of the Option and the transfer of the Assets to HMCo; 
 (v) any liability or obligation of, or any claim against, the Company not expressly assumed by HMCo hereunder; and 
 (vi) any failure to comply with any so-called “bulk sales law” or other similar law in any jurisdiction in respect of the
transactions contemplated hereby. 
 HMCo shall not be entitled to indemnification for any breach by the Company of any of the Company’s
representations or warranties under this Section 7(b) except to the extent the total amount for which HMCo is entitled to indemnification under this Section 7(b) in the aggregate exceeds $100,000, and the maximum aggregate indemnification
for such claims shall be limited as follows: (i) the aggregate amount of indemnification for all claims made during the six month period immediately following the Closing Date (the “Initial Period”) (whether or not resolved
in the Initial Period) shall not exceed the amount equal 25% of the Aggregate Purchase Price, (ii) the aggregate amount of indemnification for all claims made during the period immediately following the Initial Period until the twelve
(12) month anniversary of the Closing Date (the “Subsequent Period”) (whether or not resolved in the Subsequent Period) plus the aggregate amount of indemnification for all claims made during the Initial Period shall not exceed the
amount equal to 20% of the Aggregate Purchase Price, and (iii) the aggregate amount of indemnification for all claims made after the twelve (12) month anniversary of the Closing Date plus the aggregate amount of indemnification
for all claims made during the Initial Period and the Subsequent Period shall not exceed the amount equal to 15% of the Aggregate Purchase Price; provided, however, that the foregoing limitations will not apply to claims for
indemnification pursuant to Section 7(b) in respect of breaches of, or inaccuracies in, the following representations and warranties set forth in the Closing Certificate: (i) Corporate Organization and Standing and (ii) Corporate
Authorization; Binding Agreement. It is agreed and understood that HMCo and its successors and assigns shall not be entitled to recover more than once for the same damage under this Agreement and the Purchase Agreement. Without limiting the
effect of the Company Indemnification Cap with respect to each of the periods as provided for in the previous sentence, for clarity, in no event shall the maximum amount of any 
  

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 indemnification received by HMCo under this Section 7(b) exceed 25% of the Aggregate Purchase Price. For the
purposes of this Agreement, “Aggregate Purchase Price” shall have the same meaning as that given to it in the Purchase Agreement. 
 The following example illustrates the application of the Company Indemnification Cap set forth in the previous paragraph: for the purposes of this example only, assume that the Aggregate Purchase Price is $20 million and does not change
over time and assume that there is a claim by Buyer of $5 million in the Initial Period, a claim by Buyer of $5 million in the Subsequent Period and a claim by Buyer of $5 million after the Subsequent Period. If the claim in the Initial Period is
settled at $1 million and the claim in the Subsequent Period is settled at $500,000, then the aggregate amount of the Company’s indemnification obligation for the claim after the Subsequent Period shall not exceed $1,500,000. 
 If HMCo is entitled to indemnification for Damages that is covered by both Section 7(b)(i) Section 7(b)(iii), HMCo hereby irrevocably elects
Section 7(b)(i) as the provision under which it will receive indemnification, other than for claims based on fraud. 
 (c)
Indemnification by HMCo. From and after the Option Closing Date, HMCo (in its capacity as an indemnifying party, an “Indemnifying Party”) covenants and agrees that it will indemnify, defend, protect and hold harmless Sellers
(each in its or his capacity as an indemnified party, an “Indemnified Party”) from and against all Damages incurred by such Indemnified Parties as a result of or arising from: 
 (i) any breach of any representation or warranty of HMCo set forth in this Agreement (as each such representation or warranty would read
if all qualifications as to materiality were deleted therefrom); 
 (ii) any breach or nonfulfillment by HMCo of, or
noncompliance by HMCo with, any covenant, agreement or obligation contained herein or in any Closing Document delivered in connection herewith; 
 (iii) the ownership of the Assets and the operation of the Retained Business from and after the Option Closing Date, provided such Damages do not arise from facts and circumstances existing prior to the Option Closing
Date; and 
 (iv) any Assumed Liability. 
 The Company shall not be entitled to indemnification for any breach by HMCo of any of HMCo’s representations or warranties under this Section 7(c) except to the extent the total amount for which the Company
is entitled to indemnification under this Section 7(c) in the aggregate exceeds $100,000, and the maximum aggregate indemnification for such claims shall be limited as follows: (i) the aggregate amount of indemnification for all claims
made during the six month period immediately following the Closing Date (the “Initial Period”) (whether or not resolved in the Initial Period) shall not exceed the amount equal 25% of the Aggregate Purchase Price, (ii) the
aggregate amount of indemnification for all claims made during the period immediately following the Initial Period until the twelve (12) month anniversary of the Closing Date (the “Subsequent Period”) (whether or not
resolved in the 
  

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 Subsequent Period) plus the aggregate amount of indemnification for all claims made during the Initial Period shall not
exceed the amount equal to 20% of the Aggregate Purchase Price, and (iii) the aggregate amount of indemnification for all claims made after the twelve (12) month anniversary of the Closing Date plus the aggregate amount of
indemnification for all claims made during the Initial Period and the Subsequent Period shall not exceed the amount equal to 15% of the Aggregate Purchase Price. It is agreed and understood that the Company and its successors and assigns shall
not be entitled to recover more than once for the same damage under this Agreement. Without limiting the effect of the Buyer Indemnification Cap with respect to each of the periods as provided for in the previous sentence, for clarity, in no event
shall the maximum amount of any indemnification received by the Company under this Section 7(c) exceed 25% of the Aggregate Purchase Price. The Buyer Indemnification Cap in this Section is intended to work in the same manner as the Company
Indemnification Cap in Section 7(b), and is illustrated by the example in Section 7(b). 
 (d) Third Person Claims.

 (i) If any third party will notify an Indemnified Party with respect to any matter (a “Third Party Claim”)
which may give rise to an Indemnified Claim against an Indemnifying Party under this Section 7, then the Indemnified Party will promptly give written notice to the Indemnifying Party; provided, however, that no delay on the part of the
Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Section 7, except to the extent such delay actually prejudices the Indemnifying Party. 
 (ii) The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim that is the subject of a notice given
by the Indemnified Party pursuant to Section 7(d)(i). In addition, the Indemnifying Party will have the right, but not the obligation, to assume the defense of the Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (1) the Indemnifying Party gives written notice to the Indemnified Party within fifteen days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying
Party will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (2) the
Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third Party Claim and fulfill its indemnification
obligations hereunder, (3) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (4) the Indemnified Party has not been advised by counsel that an actual
or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (5) the Third Party Claim does not relate to or otherwise arise in connection with any Taxes or
criminal or regulatory enforcement Action, (6) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the 
  

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 defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to
be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (7) the
Indemnifying Party conducts the 
 defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate
co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are
incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim. 
 (iii) The
Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party unless such judgment, compromise or
settlement (1) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (2) results in the full and general release of the Indemnified Parties from all liabilities arising or relating to, or in
connection with, the Third Party Claim and (3) involves no finding or admission of any violation of any federal, state, foreign or local statute, ordinance, code, rule or regulation, or any Order, or any license, franchise, consent, approval,
permit or similar right granted under any of the foregoing, or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party. 
 (iv) If the Indemnifying Party does not deliver the notice contemplated by clause (1), or the evidence contemplated by clause (2), of
Section 7(d)(ii) within 15 days after the Indemnified Party has given notice of the Third Party Claim, or otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend, and
may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate’ provided, however, that the Indemnifying Party will not be bound by the entry of
any such judgment consented to, or any such compromise or settlement effected, without its prior written consent. If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim
actively and diligently but any of the other conditions in Section 7(d)(ii) is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to,
the Third Party Claim; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent. 
 (e) Method of Payment. All claims for indemnification shall be paid in cash. Upon a final, non-appealable judgment which results in Damages to
HMCo for which it would be entitled to indemnification pursuant to this Agreement, HMCo may, at its sole option and by notice in writing to the Company, elect to withhold payment of an amount equal to the amount of such Damages from amounts owing by
HMCo under this Agreement. Any amounts withheld by HMCo pursuant to this Section 7(e) will be deemed to satisfy the obligations of the Company to 
  

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 HMCo pursuant to this Section 7(e) to the extent of the amount so withheld. If a court of competent jurisdiction
finds in a non-appealable judgment that the aggregate amount withheld pursuant to this Section 7(e) exceeds the amount of Damages suffered by HMCo for which it is entitled to indemnification under this Agreement, HMCo shall promptly pay the
amount of such excess to the Company, plus interest accruing on such amount from the date such amount first becomes due at an annual rate equal to the Prime Rate as published in the Eastern Edition of The Wall Street Journal under the heading
“Money Rates”. 
 (f) Guarantee. The Stockholders hereby agree to guarantee, severally and not jointly, the indemnification
obligation of the Company pursuant to Section 7(b), such that each Stockholder shall be responsible for such Stockholder’s pro rata share as set forth on Schedule 7(f) (with respect to each Stockholder, such Stockholder “Pro
Rata Share”) of any such indemnification obligation, subject to all of the limitations on indemnification set forth herein. In the event that HMCo seeks to enforce such guarantee hereunder, each of the Stockholders shall be deemed to be an
Indemnifying Party for all purposes as set forth in this Section 7. 
 (g) Sole and Exclusive Remedy; Maximum Liability.
Notwithstanding any provision of this Agreement to the contrary, (i) the sole and exclusive remedy for any and all Actions (including, without limitation, any indemnification obligation arising under this Section 7) arising out or
relating to this Agreement, or the transactions contemplated hereby, shall be the indemnification provisions set forth in this Section 7; and (ii) (A) the maximum aggregate liability of the Company pursuant to this Agreement shall be
equal to the amount paid or payable by HMCo to the Company under this Agreement; and (B) the maximum aggregate liability of each Stockholder pursuant to Section 7(b) of this Agreement shall be such Stockholder’s Pro Rata Share of the
amount paid or payable by HMCo to the Company under this Agreement; provided, however, that nothing contained herein shall limit the remedies of any party in respect of fraud committed by any other party in connection herewith or prohibit any
party from bringing an action to specifically enforce any provision of this Agreement. 
 8. NONCOMPETITION 
 If HMCo exercises the Option, from a period beginning on the Option Closing Date and ending June 30, 2012, the Company will not engage directly or
indirectly in any business, venture or activity which competes with the Retained Business (including parts and accessories thereof) being conducted at the Option Closing Date by the Company or relating to products performing functions similar to the
products sold by the Company as of the Option Closing Date (a “Restricted Activity”), other than conduct with respect to the Retained Business as contemplated by this Agreement, the Ancillary Agreements, the Option Agreement and the
License Agreement; provided, however, that no owner of less than 5% of the outstanding stock of any publicly-traded corporation will be deemed to be so engaged solely by reason thereof in a Restricted Activity. For a period beginning on the
Option Closing Date and ending June 30, 2012, the Company will not recruit, offer employment to, employ, engage as a consultant, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is an employee of the
HMCo or its affiliates engaged in the operation of the Retained Business or a substantially similar business to leave the employ of HMCo or its affiliates. If the final judgment of a court of competent jurisdiction declares that any term or
provision of this Section 
  

 -12- 








 8 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or
unenforceability will have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

 9. NOTICES. 
 Any notices required or
permitted by the terms of this Agreement shall be given by overnight delivery by recognized courier service, or by registered or certified mail, return receipt requested, postage prepaid, or by facsimile, addressed as follows: 
  

			
	If to the Company, to:	  	 Achievement Technologies, Inc.
 313 Washington Street,
Suite 225
 Newton, MA 02458
 Attn: Chief Executive
Officer
 Facsimile: 617-969-3597

		
	If to HMCo, to:	  	 Houghton Mifflin Company
 222 Berkley Street

Boston, MA 02116
 Attn: General Counsel
 Facsimile: 617-351-5014


 or to such other address(es) of which notice in the same manner has previously been given. Any such notice shall
be deemed to have been given: one (1) business day following delivery by the sender to a recognized courier service, five (5) business days following mailing by certified mail, or immediately upon receipt of confirmation of facsimile
transmission. 
 10. SALE OF PURCHASED BUSINESS; SUCCESSORS AND ASSIGNS. 
 (a) If the Option is exercised, HMCo may not sell, transfer, assign or otherwise dispose of all or any material portion of the Purchased Business to any transferee, whether by sale of assets or
stock, merger or otherwise without the prior consent of the Company (which shall not be unreasonably withheld); provided, however, that the Company’s consent shall not be required where: 
 (i) the transferee assumes HMCo’s obligations under this Agreement; and 
 (ii) HMCo provides reasonable evidence to the Company that the proposed transferee has sufficient assets to meet its assumed obligations under this
Agreement. 
  

 -13- 








 (b) This Agreement and the rights of the parties hereunder may not be assigned and shall be binding upon
and shall inure to the benefit of the parties hereto, their successors and permitted assigns and the heirs and legal representatives of any individual party hereto. Notwithstanding the foregoing, it is understood and agreed that (i) HMCo may
assign this Agreement without the consent of any other party to any entity that is a direct or indirect wholly-owned subsidiary of HMCo; provided that any such entity shall automatically succeed to the rights, powers and duties of HMCo hereunder and
that no such assignment by HMCo shall relieve the HMCo from any obligation or liability under this Agreement, and (ii) the Company may assign this Agreement only with the consent of HMCo (which consent shall not be unreasonably withheld);
provided, however, that the Company may assign this Agreement without the consent of HMCo in connection with the liquidation and dissolution of the Company at any time (x) after termination of the Option, if the Option is not exercised, or
(y) after the Option Closing date, if the Option is exercised. 
 11. MISCELLANEOUS. 
 (a) This Agreement shall be construed in accordance with and governed for all purposes by the laws of the Commonwealth of Massachusetts; (b) this
Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral; (c) this Agreement may not be modified
except by a writing signed by each of the parties; (d) the parties hereto agree that only the Massachusetts courts, either federal or state, shall have jurisdiction over this Agreement and any controversies arising out of this Agreement;
(e) in case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement but this Agreement shall be construed as if such invalid, illegal or other unenforceable provision had never been contained herein; (f) this Agreement shall be binding upon the and shall inure to the benefit of the parties
hereto and their successors and permitted assigns; and (g) this Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. 
 [Remainder of this page intentionally left blank] 
  

 -14- 








 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument by their
duly authorized officers as of the date first written above. 
  

			
	COMPANY:
	
	ACHIEVEMENT TECHNOLOGIES, INC.
		
	By:	 	 /s/ Michael Perik
  

	Name:	 	
	Title:	 	
	
	HMCo:
	
	HOUGHTON MIFFLIN COMPANY
		
	By	 	 /s/ Stephen Richards
  

	Name:	 	Stephen Richards
	Title:	 	 Executive Vice President, Chief Operating Officer
 and
Chief Financial Officer

	
	STOCKHOLDERS:
	
	 /s/ Michael Perik
  

	Michael Perik, Individually


 Signature page to Option Agreement 








			
	TIBBAR, LLC
		
	By	 	 /s/ Todd M. Abbrecht

	Name:	 	
	Title:	 	
	
	TIBBAR FF, LLC
		
	By	 	 /s/ Todd M. Abbrecht

	Name:	 	
	Title:	 	


 Signature page to Option Agreement 








			
	MONITOR CLIPPER EQUITY PARTNERS, L.P.
	By:	 	 Monitor Clipper Partners, L.P.,
 its general
partner

		
	By	 	 /s/ April Evans

	Name:	 	April Evans
	Title:	 	CFO
	
	MONITOR CLIPPER EQUITY PARTNERS (FOREIGN), L.P.
	By:	 	Monitor Clipper Partners, L.P.,
		 	its general partner
		
	By	 	 /s/ April Evans

	Name:	 	April Evans
	Title:	 	CFO


 Signature page to Option Agreement 







 SCHEDULE A 
 RETAINED CUSTOMERS 
  

							
	 Site Code
	  	 Site Name
	  	 STATE
	  	 District

	 PA000407
	  	 Whaley School
	  	 AK
	  	 Anchorage School District

	 PA000569
	  	 Creekside Park Elementary
	  	 AK
	  	 Anchorage School District

	 PA000597
	  	 Benny Benson
	  	 AK
	  	 Anchorage School District

	 PA000600
	  	 Fairview Elementary
	  	 AK
	  	 Anchorage School District

	 PA000601
	  	 Gruening Middle School
	  	 AK
	  	 Anchorage School District

	 PA000604
	  	 Mountain View Elementary
	  	 AK
	  	 Anchorage School District

	 PA000605
	  	 Muldoon Elementary
	  	 AK
	  	 Anchorage School District

	 PA000606
	  	 Ptarmigan Elementary
	  	 AK
	  	 Anchorage School District

	 PA000607
	  	 Romig Middle School
	  	 AK
	  	 Anchorage School District

	 PA000608
	  	 Ursa Minor Elementary
	  	 AK
	  	 Anchorage School District

	 PA000609
	  	 Willow Crest Elementary
	  	 AK
	  	 Anchorage School District

	 PA000959
	  	 Eagle River Elementary
	  	 AK
	  	 Anchorage School District

	 PA000960
	  	 Clark Middle School
	  	 AK
	  	 Anchorage School District

	 PA000994
	  	 Wendler Middle School
	  	 AK
	  	 Anchorage School District

	 PA000002
	  	 Crawford Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000005
	  	 Nordale Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000007
	  	 Ryan Middle School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000008
	  	 Tanana Middle School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000340
	  	 Anne Wien Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000342
	  	 Badger Road Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000343
	  	 Barnette Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000345
	  	 Denali Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000353
	  	 North Pole High School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000355
	  	 Pearl Creek Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000356
	  	 Randy Smith Middle School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000357
	  	 Ticasuk Brown Elementary School
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000359
	  	 University Park Elementary Sch
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000828
	  	 Hunter Elementary
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000965
	  	 Fairbanks Institute
	  	 AK
	  	 Fairbanks-N Star Boro Sch Dist

	 PA000566
	  	 Interior Distance Education of AK (IDEA)
	  	 AK
	  	 Galena City School District

	 PA000748
	  	 Galena City School
	  	 AK
	  	 Galena City School District

	 PA000749
	  	 PERS
	  	 AK
	  	 Galena City School District

	 PA000928
	  	 International IDEA
	  	 AK
	  	 Galena City School District

	 PA000451
	  	 Kalifornsky Beach Elem
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000452
	  	 Soldotna Middle School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000453
	  	 Soldotna High School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000454
	  	 Redoubt Elem
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000570
	  	 Aurora Borealis Charter School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000610
	  	 Chapman School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000611
	  	 Connections
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000614
	  	 Homer Flex School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000615
	  	 Homer High School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000616
	  	 Homer Middle School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000619
	  	 Kenai Alternative High School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist










							
	 PA000620
	  	Kenai Central High School	  	AK	  	Kenai Peninsula Borough Sch Dist
	 PA000621
	  	 Kenai Middle School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000622
	  	 McNeil Canyon Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000624
	  	 Mt. View Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000627
	  	 Nikiski Middle/Sr. High School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000628
	  	 Nikolaevsk School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000629
	  	 Ninilchik School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000630
	  	 Nikiski North Star Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000635
	  	 Seward Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000636
	  	 Seward High School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000637
	  	 Seward Middle School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000638
	  	 Soldotna Montessori Charter Sch
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000640
	  	 Sterling Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000642
	  	 Tebughna School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000643
	  	 Tustumena Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000645
	  	 West Homer Elementary
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000646
	  	 Skyview High School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000647
	  	 Soldotna Elementary School
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000741
	  	 Kenai Peninsula Youth Facility
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000934
	  	 Across the Bay
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000935
	  	 Head of the Bay
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000936
	  	 Kenai Small Schools
	  	 AK
	  	 Kenai Peninsula Borough Sch Dist

	 PA000001
	  	 Old Harbor School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000003
	  	 East Elementary School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000006
	  	 North Star Elementary School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000288
	  	 Akhiok School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000289
	  	 Chiniak School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000292
	  	 Ouzinkie School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000293
	  	 Kodiak Regional Learning Center
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000294
	  	 Port Lions School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000295
	  	 Larsen Bay School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000296
	  	 Kodiak Middle School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000297
	  	 Main Elementary School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000298
	  	 Peterson Elementary School
	  	 AK
	  	 Kodiak Island Boro School Dist

	 PA000409
	  	 Akula Elitnaurvik School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000410
	  	 Ayaprun School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000411
	  	 Bethel Alternative Boarding School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000412
	  	 Bethel Regional High School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000413
	  	 Kilbuck Elementary School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000414
	  	 Eek School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000416
	  	 Qugcuun Memorial School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000417
	  	 Nuniwaarmiut School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000457
	  	 Rocky Mountain School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000509
	  	 Akuik Memorial School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000568
	  	 Anna Tobeluk School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000651
	  	 Ayaprun Elitnaurvik Yupik Immersion
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000653
	  	 Chaptnguak School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000654
	  	 Chief Paul Memorial School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000655
	  	 Dick R Kiunya Memorial School
	  	 AK
	  	 Lower Kuskokwim School Dist

	 PA000656
	  	 Joann A. Alexie Memorial School
	  	 AK
	  	 Lower Kuskokwim School Dist










							
	 PA000657
	  	Ket’achik/Aapalluk Memorial Sch	  	AK	  	Lower Kuskokwim School Dist
	 PA000658
	  	 Kuinerrarmiut Elitnaurviat
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000659
	  	 Kwigillingok School
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000660
	  	 Lewis Angapak School
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000661
	  	 Nelson Island Area Schools
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000662
	  	 Nightmute School
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000663
	  	 Paul T. Albert School
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000664
	  	 William Miller Memorial School
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000665
	  	 Z. John Williams School
	  	AK	  	 Lower Kuskokwim School Dist

	 PA000408
	  	 Houston Middle School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000505
	  	 Houston High School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000506
	  	 Meadow Lakes Elementary
	  	AK	  	 Mat-Su Borough School Dist

	 PA000507
	  	 Willow Elementary
	  	AK	  	 Mat-Su Borough School Dist

	 PA000510
	  	 Big Lake Elementary School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000567
	  	 Cottonwood Creek Elementary
	  	AK	  	 Mat-Su Borough School Dist

	 PA000666
	  	 Burchell High School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000667
	  	 Colony Middle School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000668
	  	 Goose Bay Elementary School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000669
	  	 Mid-Valley High School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000670
	  	 Susitna Valley Jr/Sr High School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000671
	  	 Talkeetna Elementary School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000673
	  	 Teeland Middle School
	  	AK	  	 Mat-Su Borough School Dist

	 PA000674
	  	 Trapper Creek Elementary
	  	AK	  	 Mat-Su Borough School Dist

	 PA000784
	  	 ASPEN
	  	AK	  	 Mat-Su Borough School Dist

	 PA000794
	  	 Valley Pathways
	  	AK	  	 Mat-Su Borough School Dist

	 PA001001
	  	 Palmer Junior Middle School
	  	AK	  	 Mat-Su Borough School Dist

	 PA001012
	  	 Correspondence Study School
	  	AK	  	 Mat-Su Borough School Dist

	 PA001013
	  	 Nome Beltz Jr/Sr High School
	  	AK	  	 Nome Public Schools

	 PA001014
	  	 Nome Elementary School
	  	AK	  	 Nome Public Schools

	 PA000943
	  	 AHST Elementary
	  	IA	  	 AHST CSD

	 PA000518
	  	 Albia High School
	  	IA	  	 Albia Community SD

	 PA000519
	  	 Albia Junior High School
	  	IA	  	 Albia Community SD

	 PA000521
	  	 Lincoln Center
	  	IA	  	 Albia Community SD

	 PA000803
	  	 Alburnett Elementary
	  	IA	  	 Alburnett School District

	 PA000804
	  	 Alburnett Jr/Sr High School
	  	IA	  	 Alburnett School District

	 PA000787
	  	 Alta Middle School
	  	IA	  	 Alta Community SD

	 PA000788
	  	 Alta Elementary School
	  	IA	  	 Alta Community SD

	 PA000789
	  	 Alta High School
	  	IA	  	 Alta Community SD

	 PA000986
	  	 Parkview MS
	  	IA	  	 Ankeny SD

	 PA000882
	  	 Atlantic Middle School
	  	IA	  	 Atlantic CSD

	 PA000883
	  	 Schuler Elementary School
	  	IA	  	 Atlantic CSD

	 PA000921
	  	 Audubon Elementary
	  	IA	  	 Audubon CSD

	 PA000922
	  	 Audubon High School
	  	IA	  	 Audubon CSD

	 PA000923
	  	 Audubon Middle School
	  	IA	  	 Audubon CSD

	 PA000701
	  	 Central Elementary
	  	IA	  	 Belle Plaine Community SD

	 PA000927
	  	 Bennett Elementary School
	  	IA	  	 Bennett CSD

	 PA000685
	  	 Keystone Elementary School
	  	IA	  	 Benton Community School District

	 PA000686
	  	 Benton Community Middle School
	  	IA	  	 Benton Community School District

	 PA000687
	  	 Benton Community Senior High School
	  	IA	  	 Benton Community School District

	 PA000820
	  	 Atkins Elementary School
	  	IA	  	 Benton Community School District










							
	 PA000821
	  	Norway Elementary School	  	IA	  	Benton Community School District
	 PA000976
	  	 Brooklyn Elementary School
	  	IA	  	 BGM CSD

	 PA000977
	  	 BGM- Jr-Sr High
	  	IA	  	 BGM CSD

	 PA000919
	  	 CAM Elementary
	  	IA	  	 C and M CSD

	 PA000920
	  	 CAM Middle School
	  	IA	  	 C and M CSD

	 PA000763
	  	 CAL Elementary School
	  	IA	  	 CAL Community SD

	 PA000764
	  	 CAL Dows High School
	  	IA	  	 CAL Community SD

	 PA000874
	  	 Calamus-Wheatland Secondard Att Ctr
	  	IA	  	 Calamus-Wheatland

	 PA000875
	  	 Calamus-Wheatland Elementary
	  	IA	  	 Calamus-Wheatland

	 PA000942
	  	 Camanche Middle School
	  	IA	  	 Camanche CSD

	 PA000931
	  	 Carlisle High School
	  	IA	  	 Carlisle

	 PA000590
	  	 Carlisle Elementary School
	  	IA	  	 Carlisle Community School District

	 PA000591
	  	 Carlisle Junior High School
	  	IA	  	 Carlisle Community School District

	 PA000950
	  	 Hartford Middle School
	  	IA	  	 Carlisle CSD

	 PA000511
	  	 Adams Elementary School
	  	IA	  	 Carroll Community School District

	 PA000520
	  	 Carroll Middle School
	  	IA	  	 Carroll Community School District

	 PA000592
	  	 Fairview Elementary
	  	IA	  	 Carroll Community School District

	 PA000805
	  	 Central City School
	  	IA	  	 Central City School District

	 PA000819
	  	 Central City High School
	  	IA	  	 Central City School District

	 PA000953
	  	 Central Decatur MS/HS
	  	IA	  	 Central Decatur CSD

	 PA000954
	  	 North Elementary School
	  	IA	  	 Central Decatur CSD

	 PA000955
	  	 South Elementary School
	  	IA	  	 Central Decatur CSD

	 PA000829
	  	 Charles City Middle School
	  	IA	  	 Charles City Comm Sch Dist

	 PA000996
	  	 Cherokee Middle School
	  	IA	  	 Cherokee SD

	 PA000997
	  	 Washington High School
	  	IA	  	 Cherokee SD

	 PA000801
	  	 Garfield Elementary
	  	IA	  	 Clarinda School District

	 PA000802
	  	 Clarinda Middle School
	  	IA	  	 Clarinda School District

	 PA000884
	  	 Clarinda High School
	  	IA	  	 Clarinda School District

	 PA000675
	  	 Clarke Sr High School
	  	IA	  	 Clarke Community School District

	 PA000676
	  	 Clarke Elementary
	  	IA	  	 Clarke Community School District

	 PA000904
	  	 Clarke Jr High School
	  	IA	  	 Clarke Community School District

	 PA000961
	  	 Amana Elementary School
	  	IA	  	 Clear Creek-Amana CSD

	 PA000962
	  	 Clear Creek Elementary School (Oxford)
	  	IA	  	 Clear Creek-Amana CSD

	 PA000970
	  	 Clear Creek-Amana High School
	  	IA	  	 Clear Creek-Amana CSD

	 PA000971
	  	 Clear Creek-Amana Middle School
	  	IA	  	 Clear Creek-Amana CSD

	 PA000998
	  	 Clear Creek Elementary School (Clear Lake)
	  	IA	  	 Clear Lake CSD

	 PA000999
	  	 Clear Lake High School
	  	IA	  	 Clear Lake CSD

	 PA001000
	  	 Clear Lake Middle School
	  	IA	  	 Clear Lake CSD

	 PA000947
	  	 Colifax-Mingo Elementary
	  	IA	  	 Colfax-Mingo Schools

	 PA000948
	  	 Colifax-Mingo Middle School
	  	IA	  	 Colfax-Mingo Schools

	 PA000949
	  	 Colifax-Mingo High School
	  	IA	  	 Colfax-Mingo Schools

	 PA000867
	  	 Roundy Elementary School
	  	IA	  	 Columbus CSD

	 PA000868
	  	 Columbus Community High School
	  	IA	  	 Columbus CSD

	 PA000869
	  	 Columbus Community Middle School
	  	IA	  	 Columbus CSD

	 PA000697
	  	 Corning Junior High School
	  	IA	  	 Corning Community School District

	 PA000698
	  	 Corning High School
	  	IA	  	 Corning Community School District

	 PA000532
	  	 Creston Elementary School
	  	IA	  	 Creston Community School District

	 PA000533
	  	 Creston Community High School
	  	IA	  	 Creston Community School District

	 PA000534
	  	 Creston Middle School
	  	IA	  	 Creston Community School District

	 PA000535
	  	 High Lakes County Academy High School
	  	IA	  	 Creston Community School District










							
	 PA000478
	  	Grimes Elem	  	IA	  	Dallas Center-Grimes Comm Sch
	 PA000479
	  	 Dallas Center-Grimes MS
	  	IA	  	 Dallas Center-Grimes Comm Sch

	 PA000480
	  	 Dallas Center-Grimes HS
	  	IA	  	 Dallas Center-Grimes Comm Sch

	 PA000481
	  	 Dallas Center Elem
	  	IA	  	 Dallas Center-Grimes Comm Sch

	 PA000910
	  	 Frank L Smart Intermediate
	  	IA	  	 Davenport CSD

	 PA000911
	  	 Walcott Intermediate
	  	IA	  	 Davenport CSD

	 PA000917
	  	 Monroe Elementary School
	  	IA	  	 Davenport CSD

	 PA000918
	  	 JB Young Intermediate
	  	IA	  	 Davenport CSD

	 PA000895
	  	 Delwood Elementary School
	  	IA	  	 Delwood CSD

	 PA000717
	  	 Brody Middle School
	  	IA	  	 Des Moines Public SD

	 PA000718
	  	 Callanan Middle School
	  	IA	  	 Des Moines Public SD

	 PA000719
	  	 Harding Middle School
	  	IA	  	 Des Moines Public SD

	 PA000720
	  	 East High School
	  	IA	  	 Des Moines Public SD

	 PA000721
	  	 Goodrell Middle School
	  	IA	  	 Des Moines Public SD

	 PA000722
	  	 Hiatt Middle School
	  	IA	  	 Des Moines Public SD

	 PA000723
	  	 Hoover High School
	  	IA	  	 Des Moines Public SD

	 PA000724
	  	 Hoyt Middle School
	  	IA	  	 Des Moines Public SD

	 PA000725
	  	 Lincoln High School
	  	IA	  	 Des Moines Public SD

	 PA000726
	  	 McCombs Middle School
	  	IA	  	 Des Moines Public SD

	 PA000727
	  	 Meredith Middle School
	  	IA	  	 Des Moines Public SD

	 PA000728
	  	 North High School
	  	IA	  	 Des Moines Public SD

	 PA000729
	  	 Roosevelt High School
	  	IA	  	 Des Moines Public SD

	 PA000730
	  	 Weeks Middle School
	  	IA	  	 Des Moines Public SD

	 PA000731
	  	 Merrill Middle School
	  	IA	  	 Des Moines Public SD

	 PA000732
	  	 Orchard Place
	  	IA	  	 Des Moines Public SD

	 PA000757
	  	 Scavo Alternative High School
	  	IA	  	 Des Moines Public SD

	 PA000758
	  	 Des Moines Schools Home Instruction
	  	IA	  	 Des Moines Public SD

	 PA000762
	  	 Moultron Elementary School
	  	IA	  	 Des Moines Public SD

	 PA000779
	  	 Des Moinses Interagency Programs
	  	IA	  	 Des Moines Public SD

	 PA000932
	  	 Wilkie House
	  	IA	  	 Des Moines Public SD

	 PA000937
	  	 PACE
	  	IA	  	 Des Moines Public SD

	 PA000885
	  	 Diagnol Elementary
	  	IA	  	 Diagnol CSD

	 PA000886
	  	 Diagnol Jr-Sr High School
	  	IA	  	 Diagnol CSD

	 PA000765
	  	 Dows Elementary School
	  	IA	  	 Dows SD

	 PA000944
	  	 Durant Middle School
	  	IA	  	 Durant CSD

	 PA000900
	  	 East Central High School
	  	IA	  	 East Central CSD

	 PA000901
	  	 Miles Elementary Center
	  	IA	  	 East Central CSD

	 PA000902
	  	 Sabula Elementary School
	  	IA	  	 East Central CSD

	 PA000903
	  	 Sabula Middle School
	  	IA	  	 East Central CSD

	 PA000946
	  	 East Union Jr/Sr High School
	  	IA	  	 East Union CSD

	 PA000978
	  	 English Valleys Elem School
	  	IA	  	 English Valleys CSD

	 PA000979
	  	 English Valleys Jr-Sr High
	  	IA	  	 English Valleys CSD

	 PA000982
	  	 Garner Hayfield Middle School
	  	IA	  	 Garner-Hayfield CSD

	 PA000842
	  	 George-Little Rock Elementary
	  	IA	  	 George-Little Rock SD

	 PA000843
	  	 George-Little Rock MS
	  	IA	  	 George-Little Rock SD

	 PA000967
	  	 Guthrie Center Elementary
	  	IA	  	 Guthrie Center CSD

	 PA000968
	  	 Guthrie Center High School
	  	IA	  	 Guthrie Center CSD

	 PA000969
	  	 Guthrie Center Jr HS
	  	IA	  	 Guthrie Center CSD

	 PA000844
	  	 Harris-Lake Park Elementary
	  	IA	  	 Harris-Lake Park SD

	 PA000845
	  	 Harris-Lake Park MS/HS
	  	IA	  	 Harris-Lake Park SD










							
	 PA000980
	  	HLV Elementary School	  	IA	  	HLV CSD
	 PA000981
	  	 HLV Jr-Sr High
	  	IA	  	 HLV CSD

	 PA000983
	  	 Hudson Elementary School
	  	IA	  	 Hudson CSD

	 PA000984
	  	 Hudson High School
	  	IA	  	 Hudson CSD

	 PA000985
	  	 Hudson Middle School
	  	IA	  	 Hudson CSD

	 PA000699
	  	 Interstate 35 High School
	  	IA	  	 I-35 Community SD

	 PA000700
	  	 Interstate 35 Elementary School
	  	IA	  	 I-35 Community SD

	 PA000702
	  	 Interstate 35 Middle School
	  	IA	  	 I-35 Community SD

	 PA000963
	  	 Iowa Valley Elementary School
	  	IA	  	 Iowa Valley CSD

	 PA000964
	  	 Iowa Valley Jr-Sr High School
	  	IA	  	 Iowa Valley CSD

	 PA000912
	  	 Jesup Elementary
	  	IA	  	 Jesup CSP

	 PA000913
	  	 Jesup Middle School
	  	IA	  	 Jesup CSP

	 PA000914
	  	 Jesup High School
	  	IA	  	 Jesup CSP

	 PA000887
	  	 Lenox High School
	  	IA	  	 Lenox CSD

	 PA000740
	  	 Libson Elementary School
	  	IA	  	 Lisbon Community School District

	 PA000924
	  	 Lisbon Middle School
	  	IA	  	 Lisbon Community School District

	 PA000851
	  	 Louisa Muscatine Secondary
	  	IA	  	 Louisa Muscatine SD

	 PA000852
	  	 Louisa Muscatine Elementary School
	  	IA	  	 Louisa Muscatine SD

	 PA000888
	  	 Manning Elementary
	  	IA	  	 Manning CSD

	 PA000889
	  	 Manning Junior High School
	  	IA	  	 Manning CSD

	 PA000933
	  	 Maquoket MS
	  	IA	  	 Maquoketa CSD

	 PA000908
	  	 Marcus-Meriden Cleghorn Middle School
	  	IA	  	 Marcus-Meriden-Cleghorn CSD

	 PA000865
	  	 Martensdale Elementary
	  	IA	  	 Martensdale-St Mary’s

	 PA000866
	  	 Martensdale-St Mary’s Jr-Sr HS
	  	IA	  	 Martensdale-St Mary’s

	 PA000856
	  	 Orange City Elementary
	  	IA	  	 MOC-Floyd Valley

	 PA000857
	  	 Alton Middle School
	  	IA	  	 MOC-Floyd Valley

	 PA000858
	  	 Hospers Elementary
	  	IA	  	 MOC-Floyd Valley

	 PA000859
	  	 Moc-Floyd Valley High School
	  	IA	  	 MOC-Floyd Valley

	 PA000648
	  	 Moravia Elementary School
	  	IA	  	 Moravia Community School District

	 PA000649
	  	 Moravia Secondary School
	  	IA	  	 Moravia Community School District

	 PA000733
	  	 Morning Sun Elementary School
	  	IA	  	 Morning Sun School District

	 PA000688
	  	 Mount Ayr Elementary School
	  	IA	  	 Mount Ayr Community School District

	 PA000689
	  	 Mount Ayr High School
	  	IA	  	 Mount Ayr Community School District

	 PA000522
	  	 Mount Vernon Middle School
	  	IA	  	 Mount Vernon SD

	 PA000759
	  	 Murray Elementary
	  	IA	  	 Murray Community SD

	 PA000760
	  	 Murray Jr/Sr High School
	  	IA	  	 Murray Community SD

	 PA000872
	  	 New London MS/HS
	  	IA	  	 New London CSD

	 PA000873
	  	 Clarke Elementary School
	  	IA	  	 New London CSD

	 PA000846
	  	 Newell-Fonda Middle School
	  	IA	  	 Newell-Fonda SD

	 PA000847
	  	 Newell-Fonda Lower Elementary
	  	IA	  	 Newell-Fonda SD

	 PA000848
	  	 Newell-Fonda Upper Elementary
	  	IA	  	 Newell-Fonda SD

	 PA000849
	  	 Newell-Fonda High School
	  	IA	  	 Newell-Fonda SD

	 PA000696
	  	 West Elementary School
	  	IA	  	 Nodaway Valley Community School District

	 PA000905
	  	 North Iowa Elementary Buffalo Center
	  	IA	  	 North Iowa CSD

	 PA000906
	  	 North Iowa High School
	  	IA	  	 North Iowa CSD

	 PA000907
	  	 North Iowa Middle School
	  	IA	  	 North Iowa CSD

	 PA000678
	  	 North Polk Central Elementary
	  	IA	  	 North Polk Community School Dist

	 PA000679
	  	 North Polk Jr/Sr High School
	  	IA	  	 North Polk Community School Dist

	 PA000680
	  	 North Polk West Elementary
	  	IA	  	 North Polk Community School Dist

	 PA000823
	  	 Alan Shepard Elementary
	  	IA	  	 North Scott SD










							
	 PA000824
	  	Edward White Elementary	  	IA	  	North Scott SD
	 PA000825
	  	 John Glenn Elementary
	  	 IA
	  	 North Scott SD

	 PA000826
	  	 Neil Armstrong Elementary
	  	 IA
	  	 North Scott SD

	 PA000827
	  	 North Scott Junior High School
	  	 IA
	  	 North Scott SD

	 PA000837
	  	 Virgil Grissom Elementary School
	  	 IA
	  	 North Scott SD

	 PA000915
	  	 Northeast Elementary School
	  	 IA
	  	 Northeast CSD

	 PA000916
	  	 Northeast Secondar School
	  	 IA
	  	 Northeast CSD

	 PA000390
	  	 Oviatt Elementary School
	  	 IA
	  	 Norwalk Comm School District

	 PA000391
	  	 Norwalk Middle School
	  	 IA
	  	 Norwalk Comm School District

	 PA000392
	  	 Lakewood Elementary School
	  	 IA
	  	 Norwalk Comm School District

	 PA000870
	  	 Wings Park Elementary School
	  	 IA
	  	 Oelwein CSD

	 PA000871
	  	 Oelwein Middle School
	  	 IA
	  	 Oelwein CSD

	 PA000890
	  	 Orient-Macksburg Elementary
	  	 IA
	  	 Orient-Macksburg CSD

	 PA000891
	  	 Orient-Macksburg MS/HS
	  	 IA
	  	 Orient-Macksburg CSD

	 PA000958
	  	 Prescott Community School
	  	 IA
	  	 Prescott CSD

	 PA000876
	  	 Preston Elementary School
	  	 IA
	  	 Preston CSD

	 PA000877
	  	 Preston High School
	  	 IA
	  	 Preston CSD

	 PA000972
	  	 Rock Valley Elementary
	  	 IA
	  	 Rock Valley CSD

	 PA000892
	  	 Sergeant Bluffs-Luton Middle School
	  	 IA
	  	 Sergeant Bluffs-Luton CSD

	 PA000879
	  	 Sheldon Middle School
	  	 IA
	  	 Sheldon CSD

	 PA000880
	  	 East Elementary School
	  	 IA
	  	 Sheldon CSD

	 PA000973
	  	 Sioux Center Middle School
	  	 IA
	  	 Sioux Center CSD

	 PA000974
	  	 Sioux Center High School
	  	 IA
	  	 Sioux Center CSD

	 PA000975
	  	 Kinsey Elementary School
	  	 IA
	  	 Sioux Center CSD

	 PA000838
	  	 South Page Schools
	  	 IA
	  	 South Page SD

	 PA000992
	  	 Southwest Webster High School
	  	 IA
	  	 Southeast Webster SD

	 PA000993
	  	 Southeast Webster Middle School
	  	 IA
	  	 Southeast Webster SD

	 PA000739
	  	 Storm Lake High School
	  	 IA
	  	 Storm Lake Community School District

	 PA000990
	  	 Titonka Elementary School
	  	 IA
	  	 Titonka SD

	 PA000991
	  	 Titonka Middle School
	  	 IA
	  	 Titonka SD

	 PA000893
	  	 United Community
	  	 IA
	  	 United CSD

	 PA000681
	  	 Van Meter Junior/Senior High School
	  	 IA
	  	 Van Meter Community School District

	 PA000682
	  	 Van Meter Elementary School
	  	 IA
	  	 Van Meter Community School District

	 PA001015
	  	 Ventura Elementary School
	  	 IA
	  	 Ventura CSD

	 PA001016
	  	 Ventura Jr-Sr High School
	  	 IA
	  	 Ventura CSD

	 PA000738
	  	 Enarson Elementary School
	  	 IA
	  	 Villisca Community School District

	 PA000956
	  	 Wapello Elementary School
	  	 IA
	  	 Wapello CSD

	 PA000957
	  	 Wapello Secondary School
	  	 IA
	  	 Wapello CSD

	 PA000863
	  	 Readlyn Elem School
	  	 IA
	  	 Wapsie Valley CSD

	 PA000864
	  	 Fairbank Eleme School
	  	 IA
	  	 Wapsie Valley CSD

	 PA000894
	  	 West Bend-Mallard Elementary
	  	 IA
	  	 West Bend-Mallard CSD

	 PA000938
	  	 West Burlington Elem School
	  	 IA
	  	 West Burlington CSD

	 PA000939
	  	 West Burlington Jr/Sr HS
	  	 IA
	  	 West Burlington CSD

	 PA000703
	  	 West Central Valley Middle School
	  	 IA
	  	 West Central Valley of Stuart Community SD

	 PA000839
	  	 Dexter Elementary
	  	 IA
	  	 West Central Valley SD

	 PA000840
	  	 Menlo Elementary
	  	 IA
	  	 West Central Valley SD

	 PA001017
	  	 West Liberty High School
	  	 IA
	  	 West Liberty CSD

	 PA001018
	  	 West Liberty Middle School
	  	 IA
	  	 West Liberty CSD

	 PA000878
	  	 West Monona Middle School
	  	 IA
	  	 West Monona CSD

	 PA000988
	  	 Whiting Elementary School
	  	 IA
	  	 Whiting SD










							
	 PA000989
	  	Whiting Senior High School	  	IA	  	Whiting SD
	 PA000940
	  	 Woodward Granger MS
	  	 IA
	  	 Woodward Granger CSD

	 PA000941
	  	 Woodward Granger ES
	  	 IA
	  	 Woodward Granger CSD

	 PA000951
	  	 Wilton Elementary School
	  	 IA
	  	 Wilton CSD

	 PA000798
	  	 Clay Elementary School
	  	 WV
	  	 Clay County School District

	 PA000799
	  	 Clay County High School
	  	 WV
	  	 Clay County School District

	 PA000800
	  	 Clay County Middle School
	  	 WV
	  	 Clay County School District

	 PA000062
	  	 Dunbar Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000065
	  	 George Weimer Elementary Sch
	  	 WV
	  	 Kanawha County School District

	 PA000067
	  	 Hayes Junior High School
	  	 WV
	  	 Kanawha County School District

	 PA000070
	  	 Kanawha City Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000071
	  	 McKinley Junior High School
	  	 WV
	  	 Kanawha County School District

	 PA000072
	  	 Piedmont Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000074
	  	 Sissonville Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000076
	  	 Stonewall Jackson Jr High Sch
	  	 WV
	  	 Kanawha County School District

	 PA000264
	  	 South Charleston Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000265
	  	 Riverside High School
	  	 WV
	  	 Kanawha County School District

	 PA000266
	  	 Mary Ingles Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000267
	  	 Malden Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000268
	  	 Holz Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000269
	  	 Elkview Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000270
	  	 East Bank Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000272
	  	 Cedar Grove Community School
	  	 WV
	  	 Kanawha County School District

	 PA000273
	  	 Bridgeview Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000274
	  	 Andrew Jackson Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000545
	  	 Alban Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000548
	  	 Anne Bailey Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000551
	  	 Bridge Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000553
	  	 Chamberlain Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000554
	  	 Chesapeake Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000555
	  	 Flinn Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000562
	  	 Pratt Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000565
	  	 Weberwood Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000736
	  	 Dunbar Intermediate School
	  	 WV
	  	 Kanawha County School District

	 PA000743
	  	 Sissonville Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000746
	  	 Kenna Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000063
	  	 Dupont Middle School
	  	 WV
	  	 Kanawha County School District

	 PA000064
	  	 Elk Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000066
	  	 Glenwood Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000068
	  	 Horace Mann Junior High School
	  	 WV
	  	 Kanawha County School District

	 PA000069
	  	 John Adams Junior High School
	  	 WV
	  	 Kanawha County School District

	 PA000073
	  	 Sissonville High School
	  	 WV
	  	 Kanawha County School District

	 PA000075
	  	 Saint Albans High School
	  	 WV
	  	 Kanawha County School District

	 PA000263
	  	 Herbert Hoover High School
	  	 WV
	  	 Kanawha County School District

	 PA000271
	  	 Cross Lanes Elementary
	  	 WV
	  	 Kanawha County School District

	 PA000321
	  	 South Charleston High School
	  	 WV
	  	 Kanawha County School District

	 PA000322
	  	 Capital High School
	  	 WV
	  	 Kanawha County School District

	 PA000539
	  	 Chandler Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000546
	  	 Alum Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000547
	  	 Andrews Heights Elementary School
	  	 WV
	  	 Kanawha County School District










							
	 PA000549
	  	Belle Elementary School	  	WV	  	Kanawha County School District
	 PA000550
	  	 Bonham Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000556
	  	 Marmet Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000557
	  	 Montrose Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000558
	  	 Nitro High School
	  	 WV
	  	 Kanawha County School District

	 PA000559
	  	 Overbrook Elem Sch
	  	 WV
	  	 Kanawha County School District

	 PA000560
	  	 Pinch Elem Sch
	  	 WV
	  	 Kanawha County School District

	 PA000563
	  	 Robins Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000564
	  	 Ruthlawn Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000690
	  	 George Washington High School
	  	 WV
	  	 Kanawha County School District

	 PA000737
	  	 Ruffner Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000744
	  	 Watts Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000745
	  	 Lakewood Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000747
	  	 Grandview Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000753
	  	 Clendenin Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000754
	  	 Midland Trail Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000755
	  	 Sharon Dawes Elementary
	  	 WV
	  	 Kanawha County School District

	 PA000756
	  	 Shoals Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000816
	  	 Central Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000817
	  	 Point Harmony Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000818
	  	 Richmond Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000822
	  	 Nitro Elementary School
	  	 WV
	  	 Kanawha County School District

	 PA000795
	  	 Geary Elementary/Middle School
	  	 WV
	  	 Roane County

	 PA000796
	  	 Spencer Middle School
	  	 WV
	  	 Roane County

	 PA000797
	  	 Walton Elementary/Middle School
	  	 WV
	  	 Roane County









 SCHEDULE B 
 LEGACY HOOMROOM.COM CUSTOMERS 
 FTL Sites converted to Paying Customers 

HOMEROOM.COM CONVERTED CUSTOMERS 
  

											
	 Site
	  	Invoice #	  	Inv Date	  	 Amortize
 Start
	  	 Amortize
 End
	  	State
	 Central Dauphin SR HS
	  	INV16966	  	2/13/2006	  	2/15/2006	  	6/30/2007	  	PA
						
	 North Lebanon High School
	  	INV17199	  	3/31/2006	  	7/1/2006	  	6/30/2007	  	PA
						
	 Barberton High School
	  	INV17200	  	3/31/2006	  	7/1/2006	  	6/30/2007	  	OH
	 Highland Middle School
	  	INV17200	  	3/31/2006	  	7/1/2006	  	6/30/2007	  	OH
	 UL Light Middle School
	  	INV17200	  	3/31/2006	  	7/1/2006	  	6/30/2007	  	OH








 SCHEDULE C 
 POTENTIAL LEGACY HOMEROOM.COM CUSTOMERS 
 All of the below are located in Illinois 
  

					
	 School
	  	Homeroom.com	  	City
	 Abingdon High School
	  	Probably	  	Abingdon
	 Abingdon Middle School
	  	Maybe	  	Abingdon
	 Breese Elementary School
	  	No	  	
	 Wirth-Parks Middle School
	  	Probably	  	Cahokia
	 Calhoun Elementary-Jr. High School
	  	Maybe	  	Hardin
	 Carlyle Elementary School
	  	Maybe	  	Carlyle
	 Carlyle Junior High School
	  	Probably	  	Carlyle
	 DePue High School
	  	Probably	  	DePue
	 Dixon High School
	  	Maybe	  	Dixon
	 Reagan Middle School
	  	Probably	  	Dixon
	 Genoa Elementary School
	  	Maybe	  	Genoa
	 Germantown Elementary School
	  	No	  	
	 Hiawatha Jr. & Sr. High School
	  	No	  	
	 Big Rock Elementary School
	  	Doubtful	  	Big Rock
	 Hinckley Big Rock High School
	  	Doubtful	  	Hinckley
	 Hinckley Elementary School
	  	Doubtful	  	Hinckley
	 Indian Creek Middle School
	  	No	  	
	 Shabonna Elementary School
	  	No	  	
	 Waterman Elementary School
	  	No	  	
	 Lincoln Junior High School
	  	No	  	
	 Northwest Elem School
	  	Yes	  	LaSalle
	 Leepertown Elementary School
	  	No	  	
	 Marion High School Extension Center
	  	No	  	
	 Marion Jr High School
	  	Maybe	  	Marion
	 Fulton Junior High School
	  	Maybe	  	O’ Fallon
	 Schaefer Middle School
	  	Maybe	  	O’ Fallon
	 Opdyke Attendance Center
	  	No	  	Opdyke
	 Farmingdale Elementary School
	  	Doubtful	  	Pleasant Plains
	 Pleasant Plains Middle School
	  	Probably	  	Pleasant Plains
	 Lincoln Elementary School
	  	No	  	
	 Rochelle Middle School
	  	No	  	
	 Rochelle Twp High Sch Dist 212
	  	No	  	
	 Thurgood Marshall Learning Center
	  	No	  	
	 Bluffs Elementary School
	  	No	  	
	 Douglas Middle High School
	  	No	  	
	 Grant Middle School
	  	No	  	
	 Jefferson Middle School
	  	Yes	  	Springfield
	 Ridgely Elementary School
	  	Maybe	  	
	 Washington MS
	  	No	  	
	 Virginia Elementary School
	  	No	  	








 SCHEDULE 7(b) 
 Stockholder Pro Rata Share 
  

				
	 Stockholder
	  	Pro Rata Share	 
	 Tibbar, LLC
	  	64.67	%
	 Tibbar FF, LLC
	  	23.12	%
	 Monitor Clipper Equity Partners, LLC
	  	9.53	%
	 Monitor Clipper Equity Partners (Foreign), LLC
	  	1.80	%
	 Michael Perik
	  	0.88	%








 EXHIBIT A 
 ASSIGNMENT AND ASSUMPTION AGREEMENT 
 ASSIGNMENT AND ASSUMPTION AGREEMENT, made as of
                         , 20     (this “Agreement”), between [new name
of Achievement Technologies, Inc.], a Delaware corporation with its principal place of business at 313 Washington Street, Suite 225, Newton, MA 02458 (“ATI” and “Assignor”) and Houghton Mifflin Company, a
Massachusetts corporation with its principal place of business at 222 Berkeley Street, Boston, MA 02116 (“Assignee”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings given to them in
the Option Agreement referred to below. 
 WITNESSETH: 
 WHEREAS, Assignor and Assignee are parties to an Option Agreement, dated as of
                         , 2006 by and between Assignor, Assignee, and Tibbar, LLC, Tibbar FF, LLC, Monitor Clipper
Equity Partners, L.P., Monitor Clipper Equity Partners (Foreign), L.P., and Michael Perik (the “Option Agreement”); 
 WHEREAS, Assignee has exercised its Option to under the Option Agreement and has delivered to the Assignee an Option Exercise Notice; 
 WHEREAS, pursuant to the Option Agreement, Assignee has agreed to assume certain liabilities and obligations of Assignor as are expressly defined as being Assumed Liabilities in Section 4(c) of the Option Agreement; and 
 WHEREAS, as required by the Option Agreement, Assignor and Assignee desire to execute and deliver this Agreement evidencing the transfer of all of
Assignor’s rights, title and interests in, to and under the Contracts and the other Assets to Assignee, and the assumption of the Assumed Liabilities by Assignee. 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 

Assignment. Effective from and after the date hereof (the “Option Closing Date”), Assignor hereby assigns to Assignee and
Assignee hereby accepts the assignment of, all of Assignor’s rights, title and interests in, to and under the Contracts. 
 Assumption of Liabilities. From and after the Option Closing Date, Assignee hereby assumes, undertakes, and agrees to pay, perform, fulfill and discharge when due the Assumed Liabilities to be assumed by the Assignee as set forth in
Section 4(c) of the Option Agreement, including all liabilities arising after the Option Closing Date under the Contracts acquired pursuant to Section 4(a)(ii) of the Option Agreement, but excluding any obligations or liabilities for any
breach or default outstanding at the time of the Option Closing Date under any Contract or resulting from any event occurring before the time of the Option Closing Date which, with the giving of notice or the passage of time or both, results in a
breach or default. 







 Option Agreement. The terms of the Option Agreement, including without limitation Assignor’s
representations, warranties, covenants, agreements and indemnities contained therein, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements, and indemnities contained
in and delivered pursuant to the Option Agreement shall not be superseded by this Agreement but shall remain in full force and effect to the full extent provided therein. In the event that any provision of this Agreement is construed to conflict
with a provision in the Option Agreement, the provision in the Option Agreement shall be deemed to be controlling. 
 Consents to
Assignment. Nothing in this Agreement shall be construed as an attempt or agreement to assign (i) any Contract that is non-assignable without the consent of the other party or parties thereto unless such consent shall have been given or
(ii) any Contract as to which all the remedies for the enforcement thereof enjoyed by Assignor would not pass to Assignee as an incident of the assignments provided for by this Agreement. In order, however, that the full value of every Contract
of the character described in clauses (i) and (ii) of the immediately preceding sentence and all claims and demands on such Contract may be realized, Assignor shall use all commercially reasonable efforts to obtain approval for assignment
and, failing that, Assignor shall by itself or by their agents, at the request and under the direction of Assignee, in the name of the Assignor or otherwise as Assignee shall specify, take all action as shall, in the opinion of Assignee, be
necessary or proper (x) in order that the rights and obligations of Assignor under such Contract shall be preserved and (y) for, and to facilitate, the collection of the moneys due and payable, and to become due and payable, to Assignee in
and under every such Contract, and Assignor shall hold the same for the benefit of and shall pay the same over promptly to Assignee. 
 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto and their respective successors and assigns. 
 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of
Massachusetts, without giving effect to its principles of conflicts of laws. 
 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 
 [Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement as of the date
first above written. 
  

			
	 [new name of ACHIEVEMENT
 TECHNOLOGIES, INC.]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	 HOUGHTON MIFFLIN COMPANY

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	









 EXHIBIT B 
 BILL OF SALE AND CONVEYANCE 
 BILL OF SALE AND CONVEYANCE made, executed and delivered on
                         , 20    , by [new name of Achievement Technologies, Inc.], a
Delaware corporation having its principal place of business at 313 Washington Street, Suite 225, Newton, MA 02458 (the “Assignor”), and Houghton Mifflin Company, a Massachusetts corporation having its principal place of business at
222 Berkeley Street, Boston, MA 02116 (the “Assignee”). Unless otherwise defined here, capitalized terms used in this Agreement shall have the meanings assigned to them in the Option Agreement referred to below. 
 WITNESSETH: 
 WHEREAS, Assignor and
Assignee are parties to an Option Agreement, dated as of                          , 2006 by and between Assignor,
Assignee, and Tibbar, LLC, Tibbar FF, LLC, Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners (Foreign), L.P., and Michael Perik (the “Option Agreement”); and 
 WHEREAS, Assignee has exercised its Option to under the Option Agreement and has delivered to the Assignee an Option Exercise Notice; 
 WHEREAS, Assignor and Assignee now desire to carry out the intent and purpose of the Option Agreement by Assignor’s execution and delivery to
Assignee of this instrument evidencing the sale, conveyance, assignment, transfer and delivery to Assignee of the Assets, subject to the Assumed Liabilities; provided, that no liabilities other than the Assumed Liabilities shall be assumed
pursuant to the Option Agreement; 
 NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby sell, convey, assign, transfer and deliver unto Assignee and its successors and assigns, forever, all of Assignor’s right, title and interest in,
to and under the Assets, subject to the Assumed Liabilities and free and clear of all liens, claims, restrictions, easements, rights of way, security agreements, rights of third parties, options or encumbrances. 
 TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, FOREVER. 
 Assignor hereby constitutes and appoints Assignee and its successor and assign as its true and lawful attorney in fact in connection with the
transactions contemplated by this instrument, with full power of substitution, in the name and stead of Assignor but on behalf of and for the benefit of Assignee and its successors and assigns, to demand and receive any and all of the assets,
properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of
Assignor or otherwise, for the benefit of Assignee or its successors and assigns, proceedings at law, in equity, or otherwise, which Assignee or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse
any of the Assets and to do all acts and things in relation to the assets which Assignee or its successors or assigns reasonably deem desirable. 







 In the event that any provision of this Bill of Sale and Conveyance be construed to conflict with a
provision in the Option Agreement, the provision in the Option Agreement shall be deemed to be controlling. 
 The terms of the Option
Agreement, including without limitation Assignor’s representations, warranties, covenants, agreements and indemnities contained therein, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations,
warranties, covenants, agreements, and indemnities contained in the Option Agreement shall not be superseded by this Bill of Sale and Conveyance but shall remain in full force and effect to the full extent provided therein. 
 This instrument shall be binding upon and shall inure to the benefit of the respective successors and assigns of Assignee and Assignor. 
 This Bill of Sale and Conveyance shall be construed and enforced in accordance with the laws (other than the conflict of law rules) of The Commonwealth
of Massachusetts. 
 This Bill of Sale and Conveyance may be executed in one or more counterparts, each of which shall be deemed an original
but all of which together will constitute one and the same instrument. 
 IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale and Conveyance
under seal of Assignee on the date first above written. 
  

			
	 [new name of ACHIEVEMENT
 TECHNOLOGIES, INC. ]

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	









 EXHIBIT C 
 CLOSING CERTIFICATE REPRESENTATIONS AND WARRANTIES 
 All capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Option Agreement, dated as of May     , 2006 (the “Agreement”), by and between Achievement Technologies, Inc., a Delaware corporation (the
“Company”), and Houghton Mifflin Company, a Massachusetts corporation (“HMCo”). 
 Except as otherwise
disclosed in the Disclosure Schedules accompanying this Closing Certificate: 
 (i) Corporate Organization and Standing. The Company is
a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority to own or lease its properties and to carry on the Retained Business as presently conducted and to
operate the properties of the Retained Business. 
 (ii) Corporate Authorization; Binding Agreement. The execution and delivery of all
of Closing Documents executed and delivered by the Company and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate and other action on the part of the Company. The Closing Documents have
been duly executed and delivered by a duly authorized officer of the Company. The Closing Documents constitute the valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such
enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally. 
 (iii) Title To Assets. The Company has good and valid title to all of the Assets, free and clear of any liens, charges, claims or encumbrances.

 (iv) Contracts. The Company has delivered to HMCo accurate and complete copies of all contracts pertaining to the Retained
Business, including all amendments thereto, and an accurate and complete description of all oral contracts. The Company has complied with all material commitments and obligations pertaining to the Contracts and the Company is not in default under
any such material commitment or obligation nor has it received any written notice of default thereunder. To the knowledge of the Company, no other party to any Contract is in default thereunder. Each of the Contracts is the legal, valid and binding
obligation of the Company and, to the knowledge of the Company, the other parties thereto. Each of the Contracts is in full force and effect. No event or circumstance has occurred which (i) constitutes, or after notice or lapse of time or both
would constitute, a material violation or default thereunder on the part of the Company, or to the knowledge of the Company, of any other party thereto, (ii) would result in a right to accelerate, or in a loss of, material rights under any such
Contract or (iii) would accelerate the timing or vesting or any compensation, benefits or other payment. 
 (v) Sufficiency of
Assets. The Company has delivered to HMCo the Assets free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, 







 covenants, easements, restrictions, encroachments, leases, encumbrances or other title exceptions or matters of any
nature on or against the title to the property, asset, or rights. As of the Option Closing Date, the Assets, together with the assets acquired pursuant to the Purchase Agreement, are sufficient for the continued conduct of the Retained Business in
substantially the same manner as conducted immediately prior to the Closing. 
 (vi) Financial Statements. The Company has delivered
to HMCO (i) the unaudited balance sheet of the Company dated December 31, 2006 and the unaudited balance sheet of the Company dated March 31, 2007; (ii) the unaudited statements of income, retained earnings and cash flows for the
year ending December 31, 2006 and the unaudited statements of income, retained earnings and cash flows for the three month period ended March 31, 2007. The financial statements fairly represent in all material respects the financial
condition and results of operations of the Company as of and for the periods indicated, and have been prepared from and in accordance with the books and records of the Company in accordance with generally accepted accounting principles consistently
applied except for the absence of footnote disclosure as required by generally accepted accounting principles in the United States as in effect and subject to changes resulting from normal year-end audit adjustments. 
 (vii) No Conflicts. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the
transactions contemplated hereby will (i) conflict with or result in a breach of any provision of the Certificate of Incorporation or By-laws of the Company, (ii) result in any conflict with, breach of, or default (or give rise to any
right to termination, cancellation or acceleration or loss of any right or benefit) under or require any consent or approval which has not been, or prior to Closing will not be, obtained or waived with respect to any Contract or (iii) violate
any order, law, rule or regulation applicable to the Company, or by which it or its properties or assets may be bound. 
 (viii)
Litigation. There are no claims, actions, suits, proceedings or investigations, pending or, to the knowledge of the Company threatened, against or affecting the Company and no notice of any claim, action, suit or proceeding, whether pending
or threatened, has been received. 
 (ix) Conformity with Law. The Company is not in default under or in violation of any applicable
law or regulation or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it. The Company has conducted the Retained Business in
substantial compliance with all applicable federal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing that would have a material adverse
effect on the business, operations, assets, properties, condition or prospects, financial or otherwise, of the Retained Business. Neither the Company, nor any director, officer, agent or employee of the Company has (i) used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, or (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or
campaigns, or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended. 







 (x) Undisclosed Liabilities and Obligations. Except as otherwise set forth in Schedule
[        ], the Company is not aware that, since December 31, 2006, it has incurred any material liability of any nature whatsoever, whether absolute, accrued, contingent, determined,
determinable or otherwise nor has there occurred any condition, situation or set of circumstances that would reasonably be expected to result in such a material liability, in each case other than liabilities in usual amounts incurred in the ordinary
course of the business, consistent with past practices, of the Company, or reflected in the Financial Statements. 
 (xi) Taxes.
Except as set forth in Schedule [        ], (1) the Company has filed on a timely basis with the appropriate authorities all returns, amended returns, declarations, reports, estimates,
statements regarding Taxes, and information returns which are or were filed or required to be filed under applicable law, whether on a consolidated, combined, unitary or individual basis (the “Tax Returns”) regarding any federal,
state, local, foreign, or other tax, fee, levy, assessment or other governmental charge, including without limitation, any income, franchise gross receipts, property, sales, use services, value added, withholding, social security estimated,
accumulated earnings, alternative or add-on minimum, transfer, license, privilege, payroll, profits, capital stock, employment, unemployment, excise, severance, stamp, occupancy, customs or occupation tax, and any interest, additions to tax and
penalties in connection therewith (together, the “Taxes”), (2) the Tax Returns referred to in (1) are true and complete in all material respects, (3) the Company has paid in full on a timely basis to the appropriate
Taxing authorities all Taxes required to have been paid by the Company, and (4) the Company has timely and properly withheld and paid all Taxes or other amounts required to have been withheld and paid by the Company and timely and properly
complied in all material respects with all document retention and Tax Return filing requirements in connection therewith. 
 (xii)
Employees. 
 (a) Schedule [        ] attached hereto lists all
written employment or severance contracts, agreements, commitments, undertakings, arrangements or understandings (“Contractual Obligation”), with any employee employed by the Company in connection with the conduct of the Retained
Business other than Excluded Contracts. There are no collective bargaining agreements or other labor Contractual Obligations relating to employees employed by the Company in connection with the conduct of the Retained Business. Schedule
[        ] sets forth the name, title, date of hire and the wage or salary, commission and bonus formula and other payments (or hourly wage, as the case may be) in respect of each of the individuals
employed by the Company in connection with the Retained Business since December 31, 2005. Schedule [        ] lists confidentiality and non-competition agreements signed by employees or
consultants and currently in effect. 
 (b) The Company is in compliance in all material respects with all Laws respecting
employment and employment practices, terms and conditions of employment, unlawful discrimination, and wages and hours with respect to the Retained Business. The Company has not engaged, and is not now engaging, in any unfair labor practice or other
unlawful employment practice with respect to the Retained Business. The Company does not have any knowledge of any unfair labor practice or unfair employment practice complaints made or threatened against the Company with any governmental or
regulatory 







 agency with respect to the Retained Business. The Company has not received any actual written notice
reflecting an intention or threat to file any such complaint with respect to the Retained Business. The Company does not have any knowledge of any pending or threatened claims arising out of any Law relating to discrimination with respect to
employees or employment practices with respect to the Retained Business. There is no strike, work stoppage or labor disturbance pending or to the knowledge of the Company threatened against or involving the Company with respect to the Retained
Business. 
 (xiii) Intellectual Property. 
 (a) Noninfringement. Except as disclosed on Schedule [        ], since May
[            ], 2006, neither the Company nor any predecessor has (i) to the Company’s knowledge, interfered with, infringed upon, misappropriated, or otherwise come into
conflict with any Intellectual Property rights of third parties or (ii) received any written charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that a
Person must license or refrain from using any Intellectual Property of any third party in connection with the Business or the use of the Company Technology). Except as disclosed on Schedule
[        ], the Company has not agreed and does not have a Contract to indemnify any Person for or against any interference, infringement, misappropriation of third party Intellectual Property
rights. 
 (b) Scheduled Intellectual Property. Other than as set fort on Schedule
[        ], there are no patents, patent applications, registered copyrights, registered trademarks, and applications for trademark registrations, which have been applied for or issued to the
Company. Each such item is valid and subsisting. Schedule [        ] also identifies each trade name and unregistered trademark or service mark used by the Company or in connection with the
Business. 
 (c) Privacy and Security. The Company’s use and dissemination of any and all data and information
concerning consumers of its products or users of any web sites operated by the Company is in compliance in all material respects with all applicable privacy policies, terms of use, and Laws. To the knowledge of the Company, there have been no
security breaches relating to, violations of any security policy regarding or any unauthorized access of any data used in the business of Company. The transactions contemplated to be consummated hereunder as of the Closing will not violate any
privacy policy, terms of use, or Laws relating to the use, dissemination, or transfer of such data or information. 
 (xiv) Affiliate
Transactions. Except as set forth in Schedule [        ] hereto, the Company is not a party to or bound by any Contractual Obligations, commitment or understanding with any of the
officers, directors or stockholders of the Company or any of their affiliates or, to the knowledge of the Company, any member of their family and none of the stockholders, directors or officers of the Company or any of their affiliates or, to the
knowledge of the Company, members of their family owns or otherwise has any rights to or interests in any asset, tangible or intangible, which is used in the Business.