Exhibit 2.1
LLC MEMBERSHIP INTEREST PURCHASE
AGREEMENT
THIS LLC MEMBERSHIP INTEREST PURCHASE
AGREEMENT (“Agreement”) is made by and between DezCon,
LLC, a Wisconsin limited liability company (“Buyer”)
and Renaissance Learning, Inc. f/k/a Advantage Learning Systems,
Inc., a Wisconsin corporation (“Seller”), effective as
of the 1 st day of November, 2005.
WHEREAS, the Buyer is the owner of a
thirty percent (30%) membership interest in Athena Holdings,
LLC, a Wisconsin limited liability company (the
“LLC”); and
WHEREAS, the Seller is the owner of a
seventy percent (70%) membership interest (“Seller’s
Interest”) in the LLC; and
WHEREAS, the LLC owns that certain parcel
of real estate consisting of land and a commercial building located
at 910 Deming Way, Madison, WI, more particularly described as Lot
23, Old Sauk Trails Park, First Addition, in the City of Madison,
Dane County, Wisconsin (the “Property”); and
WHEREAS, the LLC has borrowed Seven
Million and no/100 Dollars ($7,000,000.00) from Seller (the
“Loan”), and the Loan is (i) evidenced by a
mortgage note dated December 17, 1998 (“Mortgage Note”)
and (ii) secured by a mortgage on the Property; and
WHEREAS, the Seller desires to sell
Seller’s Interest in the LLC to the Buyer, and the Buyer
desires to purchase Seller’s Interest in the LLC;
and
NOW, THEREFORE, in consideration of the
mutual promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
Sale of Membership Interest
. At Closing, Seller will sell
Seller’s Interest to Buyer and the Buyer will purchase
Seller’s Interest from the Seller for the purchase price set
forth in Section 2 below. Transfer of Seller’s
Interest shall be evidenced by an assignment in the form attached
hereto as Exhibit A.
2.
Purchase Price . The total purchase price to be paid by Buyer
to Seller for the Seller’s Interest at Closing shall be One
Million Four Hundred Seventy-Five Thousand and no/100 Dollars
($1,475,000.00) (the “Purchase Price”).
3.
Distribution of LLC’s Cash
Account . At Closing,
the LLC shall distribute to Seller a portion of the LLC’s
cash accounts (“Cash Account”) as determined under this
Section 3. The amount of the Cash Account to be distributed
to Seller shall be seventy percent (70%) of the balance of the Cash
Account net of the Reserve (as defined below), and net of amounts
required to relieve all liabilities (except the Mortgage Note to
Seller) that arose prior to Closing, including accounts payable for
goods or services furnished to the LLC prior to Closing. Said
seventy percent (70%) of the balance of the Cash Account net of the
Reserve and net of liabilities shall be disbursed to Seller at
Closing. A reserve of Ten Thousand and no/100 Dollars
($10,000.00) (the “Reserve”) shall be withheld from the
Cash Account for unknown liabilities that arose prior to
Closing
(“Unknown Liabilities”) when
calculating the portion of the Cas
