Notes:

The transaction is not subject to a financing condition. PLATO Learning expects the transaction to close in the Company's fiscal quarter ending July 31, 2010.

Minneapolis, MN (May 25, 2010) - PLATO Learning, Inc. (NASDAQ: TUTR), a leading provider of K-adult online learning solutions, announced that earlier today the Company's stockholders approved and adopted the merger agreement providing for the acquisition of PLATO Learning by an affiliate of Thoma Bravo, LLC. The transaction is valued at approximately $143 million and was completed today.

"We are pleased with the outcome of today's stockholder vote," said Vin Riera, PLATO Learning's President and Chief Executive Officer. "We believe that the transaction with Thoma Bravo provides PLATO Learning's stockholders an attractive premium and is in the best interest of all of the Company's stockholders. We look forward to partnering with Thoma Bravo and expect a seamless transition process."

Holden Spaht, a Principal at Thoma Bravo said, "Thoma Bravo is excited to bring the firm's extensive experience in buying and building software companies to PLATO Learning. We look forward to working with PLATO Learning's talented employees and management team to strengthen the Company's position in the education technology market."

Under the terms of the merger agreement, PLATO Learning stockholders will receive $5.60 in cash for each share of PLATO Learning common stock held. Letters of transmittal allowing PLATO Learning stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration will be distributed promptly after the closing. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash, as such conversions will be handled by the bank or broker.

With the closing of the transaction, PLATO Learning's common shares will cease to trade on NASDAQ at market close today and will be delisted.