SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

XRS Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

983882309

(CUSIP Number)

Frederic D. Fenton

Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS: TCV VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 7,795,158 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 7,795,158 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,795,158 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 41.0%
14	TYPE OF REPORTING PERSON: PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TCV VII (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 4,048,210 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 4,048,210 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,048,210 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.5%
14	TYPE OF REPORTING PERSON: PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TCV MEMBER FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 73,296 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 73,296 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 73,296 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): LESS THAN 1%
14	TYPE OF REPORTING PERSON: PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TCV VII MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 22,500 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 22,500 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 22,500 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): LESS THAN 1%
14	TYPE OF REPORTING PERSON: OO

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 11,843,368 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 11,843,368 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,843,368 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.3%
14	TYPE OF REPORTING PERSON: PN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 11,916,664 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 11,916,664 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,916,664 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.5%
14	TYPE OF REPORTING PERSON: OO

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JAY C. HOAG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,939,164 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,939,164 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,939,164 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.6%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: RICHARD H. KIMBALL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,939,164 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,939,164 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,916,664 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.6%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JOHN L. DREW
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,939,164 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,939,164 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,939,164 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.6%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JON Q. REYNOLDS, JR.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,939,164 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,939,164 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,939,164 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.6%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: ROBERT W. TRUDEAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,939,164 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,939,164 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,939,164 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.6%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: CHRISTOPHER P. MARSHALL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: 60,100 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: 11,939,164 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: 60,100 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: 11,939,164 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,999,264 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.7%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: TIMOTHY P. MCADAM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,916,664 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,916,664 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,916,664 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.5%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: JOHN C. ROSENBERG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,916,664 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,916,664 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,916,664 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.5%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

1	NAMES OF REPORTING PERSONS: DAVID L. YUAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  þ
3	SEC USE ONLY:
4	SOURCE OF FUNDS: AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   PERSON   WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 11,916,664 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 11,916,664 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,916,664 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:    ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 51.5%
14	TYPE OF REPORTING PERSON: IN

(A) Please see Item 5.

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed by and on behalf of each Reporting Person to amend and supplement the Schedule 13D originally filed with the United States Securities and Exchange Commission (“SEC”) on December 11, 2009 (the “Original 13D”) with respect to shares of Common Stock, $0.01 par value per share (the “Common Stock”), of XRS Corporation, a Minnesota corporation (“XRS” or the “Company”). All capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Original 13D. The Company’s principal executive offices are located at 965 Prairie Center Drive, Eden Prairie, Minnesota 55344.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 of the Original 13D is hereby amended and restated in its entirety as follows:

(a)-(c), (f). This statement is being filed by (1) TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), (2) TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII(A)”), (3) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV VII and TCV VII(A), the “Purchasers”), (4) TCV VII Management L.L.C., a Delaware limited liability company (“TCV VII Management”), (5) Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership (“Management VII”), (6) Technology Crossover Management VII, Ltd., a Cayman Islands exempted company (“TCM VII”), (7) Jay C. Hoag (“Mr. Hoag”), (8) Richard H. Kimball (“Mr. Kimball”), (9) John L. Drew (“Mr. Drew”), (10) Jon Q. Reynolds, Jr. (“Mr. Reynolds”), (11) Robert W. Trudeau (“Mr. Trudeau”), (12) Christopher P. Marshall (“Mr. Marshall”), (13) Timothy P. McAdam (“Mr. McAdam”), (14) John C. Rosenberg (“Mr. Rosenberg”) and (15) David L. Yuan (“Mr. Yuan”). TCV VII, TCV VII(A), Member Fund, TCV VII Management, Management VII, TCM VII, Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Trudeau, Mr. Marshall, Mr. McAdam, Mr. Rosenberg and Mr. Yuan are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 10 hereto.

TCV VII, TCV VII(A), Member Fund, TCV VII Management, Management VII and TCM VII (collectively, the “TCV Entities”) are each principally engaged in the business of investing in securities of privately and publicly held companies. Management VII is the direct general partner of TCV VII and TCV VII(A). TCM VII is the direct general partner of Management VII, the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund. The address of the principal business and office of each of the TCV Entities is 528 Ramona Street, Palo Alto, California 94301.

Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Trudeau and Mr. Marshall are members of TCV VII Management (the “Management Members”). The Management Members, Mr. McAdam, Mr. Rosenberg and Mr. Yuan (collectively, the “TCM VII Directors”) are the Class A Directors of TCM VII. The TCM VII Directors are each United States citizens and the present principal occupation of each is as a venture capital investor. The business address of each of the TCM VII Directors is 528 Ramona Street, Palo Alto, California 94301.

(d), (e). During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Original 13D is hereby amended and supplemented by adding the following at the end thereof:

On February 19, 2010, as disclosed in the Original 13D and subsequent to receipt of the Shareholder Approvals and the filing of the Amended Articles with the Secretary of State of the State of Minnesota, (1) TCV VII acquired 5,996,276 shares of Series G Preferred Stock and Warrants exercisable for 1,798,882 shares of Common Stock upon conversion of the Note held by it in the principal amount of $17,988,828, (2) TCV VII(A) acquired 3,114,008 shares of Series G Preferred Stock and Warrants exercisable for 934,202 shares of Common Stock upon conversion of the Note held by it in the principal amount of $9,342,024, and (3) Member Fund acquired 56,382 shares of Series G Preferred Stock and Warrants exercisable for 16,914 shares of Common Stock upon conversion of the Note held by it in the principal amount of $169,146.

As disclosed in the Original 13D, the conversion of the Notes was the sole consideration used to acquire the shares of Series G Preferred Stock and Warrants issuable upon conversion thereof, and no funds or consideration were borrowed or obtained for the purposes of acquiring such shares or Warrants.

The 22,500 shares of Common Stock owned by TCV VII Management were transferred from Mr. Marshall to TCV VII Management and are now held directly by TCV VII Management. These 22,500 shares were originally granted as restricted stock to Mr. Marshall in consideration for his service as a director of the Company and were held by Mr. Marshall but TCV VII Management retained 100% of the pecuniary interest therein.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Original 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons acquired Series G Preferred Stock, Warrants and Common Stock for investment purposes. Depending on the factors discussed herein, and subject to the terms of the Voting Agreement described below, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to convert the shares of Series G Preferred Stock to Common Stock, exercise all or a portion of the Warrants, acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other shareholders in transactions registered under the Securities Act of 1933, as amended (the “Securities Act”), in privately negotiated transactions or otherwise and/or investigate, evaluate, discuss, negotiate or agree to retain and/or sell, exchange or otherwise dispose of all or a portion of the shares of Series G Preferred Stock, Warrants and/or shares of Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

On August 29, 2014, XRS, Amundsen Holdings, LLC, a Delaware limited liability company (“Amundsen”), and Amundsen Merger Sub Corp., a Minnesota corporation and a wholly owned subsidiary of Amundsen (“Merger Subsidiary”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, subject to the terms and conditions thereof, Merger Subsidiary will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger.

As an inducement for Amundsen and Merger Subsidiary to enter into the Merger Agreement, on August 29, 2014, concurrently with the execution of the Merger Agreement, TCV VII, TCV VII(A), Member Fund, Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., John Deere Special Technologies Group, Inc. and the Chief Executive Officer of the Company (collectively, the “Supporting Shareholders”) each entered into a voting and support Agreement (the “Voting Agreements”) with Amundsen and Merger Subsidiary.

According to the Current Report on Form 8-K filed by XRS on September 2, 2014, the shares of Common Stock and Preferred Stock of the Company (collectively, “Company Capital Stock”) subject to Voting Agreements comprise approximately 68.1% of the voting power of the Company’s capital stock in the aggregate.

Pursuant to the Voting Agreements, subject to the terms and conditions set forth therein, each of the Supporting Shareholders party thereto have agreed to vote all of their shares of Common Capital Stock of the Company (including any Common Stock that the holders receive as a result of exercising Company options and warrants) (i) in favor of, among other things, approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (ii) against, among other things, any alternative business combination involving XRS.

Each Supporting Shareholder has also granted an irrevocable proxy appointing Amundsen as such Supporting Shareholder’s attorney-in-fact to vote its shares covered by the aforementioned voting obligations as required by, and subject to the terms and conditions of, its Voting Agreement. Each Supporting Shareholder has agreed that, other than in accordance with the terms of its Voting Agreement, it will not (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any shares of Company Capital Stock or (ii) subject to certain limited exceptions, transfer, sell or otherwise dispose of any shares of Company Capital Stock during the term of the Voting Agreement.

The Voting Agreement will terminate upon the earliest of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the closing of the Merger, (iii) January 26, 2015, (iv) any amendment to the terms of the Merger Agreement that reduces the per share merger consideration or any consideration otherwise payable with respect to the Company’s outstanding securities beneficially owned by the Supporting Shareholder, changes the form of consideration payable in the Merger or any consideration otherwise payable with respect to the Company’s outstanding securities beneficially owned by the Supporting Shareholder, or adversely affects, in any material respect, or is reasonably likely to adversely affect, in any material respect, the Supporting Shareholder relative to other holders of equity interests of the Company, (v) the date upon which the Supporting Shareholder ceases to own any equity interests of the Company and (vi) the mutual written consent of Amundsen and the Supporting Shareholder.

If the Merger is approved by the shareholders of the Company and is consummated, all of the shares of Series G Preferred Stock, Warrants and shares of Common Stock held by the Reporting Persons would be cancelled and converted into the merger consideration payable therefor, as provided in the Merger Agreement and subject to the terms and conditions thereof.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 11 hereto, and is incorporated into this report by reference.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Original 13D is hereby amended and restated in its entirety as follows:

(a), (b). As of the close of business on September 3, 2014, TCV VII, TCV VII(A), Member Fund, TCV VII Management, Management VII, TCM VII and the TCM VII Directors beneficially owned directly and/or indirectly the following shares:

Name of Investor	Number of Total Shares			Percentage of Outstanding Shares(*)
TCV VII		7,795,158	(1)		41.0	%
TCV VII(A)		4,048,210	(2)		26.5	%
Member Fund		73,296	(3)		0.6	%
TCV VII Management		22,500	(4)		0.2	%
Management VII		11,843,368	(5)(**)		51.3	%
TCM VII		11,916,664	(6)(**)		51.6	%
Mr. Hoag		11,939,164	(6)(**)		51.6	%
Mr. Kimball		11,939,164	(6)(**)		51.6	%
Mr. Drew		11,939,164	(6)(**)		51.6	%
Mr. Reynolds		11,939,164	(6)(**)		51.6	%
Mr. Trudeau		11,939,164	(6)(**)		51.6	%
Mr. McAdam		11,916,664	(7)(**)		51.5	%
Mr. Rosenberg		11,916,664	(7)(**)		51.5	%
Mr. Yuan		11,916,664	(7)(**)		51.5	%
Mr. Marshall		11,999,264	(6)(8)(9)(10)(**)		51.7	%

(*) All percentages in this table are based on (i) 11,226,682 shares of Common Stock outstanding as of August 29, 2014 as represented by the Company in the Merger Agreement, plus (ii) shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) with respect to such Reporting Person.

(**) Certain Reporting Persons disclaim beneficial ownership as set forth below.

(1) Includes 5,996,276 shares of Common Stock issuable upon conversion of Series G Preferred Stock and Warrants that are immediately exercisable for 1,798,882 shares of Common Stock.

(2) Includes 3,114,008 shares of Common Stock issuable upon conversion of Series G Preferred Stock and Warrants that are immediately exercisable for 934,202 shares of Common Stock.

(3) Includes 56,382 shares of Common Stock issuable upon conversion of Series G Preferred Stock and Warrants that are immediately exercisable for 16,914 shares of Common Stock.

(4) Includes 22,500 shares of Common Stock that were transferred from Mr. Marshall to TCV VII Management and are now held directly by TCV VII Management. These 22,500 shares were originally granted as restricted stock to Mr. Marshall in consideration for his service as a director of the Company and were held by Mr. Marshall but TCV VII Management retained 100% of the pecuniary interest therein.

(5) Includes 9,110,284 shares of Common Stock issuable upon conversion of Series G Preferred Stock and Warrants that are immediately exercisable for 2,733,084 shares of Common Stock, in each case, held by TCV VII and TCV VII(A).

(6) Includes (i) 9,166,666 shares of Common Stock issuable upon conversion of Series G Preferred Stock and Warrants that are immediately exercisable for 2,749,998 shares of Common Stock, in each case, held by TCV VII, TCV VII(A) and Member Fund and (ii) 22,500 shares of Common Stock held by TCV VII Management.

(7) Includes 9,166,666 shares of Common Stock issuable upon conversion of Series G Preferred Stock and Warrants that are immediately exercisable for 2,749,998 shares of Common Stock, in each case, held by TCV VII, TCV VII(A) and Member Fund.

(8) Includes 15,100 shares of Common Stock owned individually by Mr. Marshall.

(9) Includes options to purchase 45,000 shares of Common Stock that are exercisable within 60 days of the date of the filing of this Amendment No. 1 with the SEC. Mr. Marshall has sole dispositive power over the stock options and the underlying shares of Common Stock. However, TCV VII Management owns 100% of the pecuniary interest therein. The Management Members are members of TCV VII Management, but each disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

(10) Does not include (i) certain shares of Preferred Stock of the Company immediately convertible into shares of Common Stock or warrants immediately exercisable for shares of Common Stock (collectively, the “Trident Securities”) or (ii) certain shares of restricted Common Stock or options exercisable for shares of Common Stock (together, the “Trident Awards”), in each case beneficially owned by Trident Capital

Management-V, L.L.C. (“TCMV”) and/or Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and/or Trident Capital Parallel Fund-V, C.V. (collectively, the “Trident Funds”). The Trident Awards were granted to Mr. Marshall in his capacity as a director nominated to the Board of Directors of the Company by TCMV, and the Trident Awards are held directly by Mr. Marshall solely for the benefit of TCMV pursuant to the terms of TCMV’s operating agreement. Mr. Marshall disclaims beneficial ownership of the Trident Awards and of any shares of Common Stock that may be received upon the exercise thereof. In addition, Mr. Marshall is a former member of TCMV and, as such, has a continuing indirect interest in the Trident Securities held by certain Trident Funds. Mr. Marshall disclaims beneficial ownership of the Trident Securities and of any shares of Common Stock that may be received upon the conversion or exercise of any Trident Securities, except to the extent of his pecuniary interest therein.

Each of the Purchasers and TCV VII Management has the sole power to dispose or direct the disposition of the Company Capital Stock and Warrants that it holds directly, and will have the sole power to dispose or direct the disposition of the shares of Common Stock acquired upon exercise of its respective Warrants, upon conversion of the Shares held by it or pursuant to additional acquisitions of Common Stock from the Company or otherwise, if any, made by it. Each of the Purchasers and TCV VII Management has the sole power to vote or direct the vote of its respective shares of Company Capital Stock and will have the sole power to vote or direct the vote the Common Stock acquired upon exercise of its respective Warrants, upon conversion of the Shares or pursuant to additional acquisitions of Common Stock from the Company or otherwise, if any, made by it.

TCM VII, as the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund, and Management VII, as the direct general partner of TCV VII and TCV VII(A), may also be deemed to have the sole power to dispose or direct the disposition of any shares or other securities held by TCV VII and TCV VII(A) and, with respect to TCM VII, certain of the shares or other securities held by Member Fund and have the sole power to direct the vote of such shares. Each of TCM VII and Management VII disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

The TCM VII Directors are Class A Directors of TCM VII. Under the memorandum and articles of association of TCM VII, the Class A Directors have the shared power to dispose or direct the disposition of the shares or other securities held by TCV VII and TCV VII(A) and certain of the shares held by Member Fund and the shared power to direct the vote of such shares. Each of the TCM VII Directors disclaims beneficial ownership of the securities owned by TCM VII, Management VII, TCV VII, TCV VII(A), TCV Management VII and Member Fund except to the extent of their respective pecuniary interest therein.

The Management Members are members of TCV VII Management. Under the operating agreement of TCV VII Management, the Management Members have the shared power to dispose or direct the disposition of the shares held by TCV VII Management. Each of the Management Members disclaims beneficial ownership of the securities owned by TCV VII Management except to the extent of his respective pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a) — (b), each of the Reporting Persons disclaims beneficial ownership of any shares owned beneficially or of record by any other Reporting Person.

(c). None of the Reporting Persons have effected any transaction in the Company stock during the past 60 days.

(d). Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Company Capital Stock, Warrants or the underlying Common Stock.

(e). Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Original 13D is hereby amended and supplemented by adding the following at the end thereof:

Item 4 above summarizes certain provisions of the Voting Agreement. A copy of the Voting Agreement is attached hereto as Exhibit 11 and is incorporated by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Original 13D is hereby amended and supplemented by adding the following at the end thereof:

Exhibit 10 Joint Filing Agreement

Exhibit 11 Form of Voting Agreement

Exhibit 12 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 13 Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010)

Exhibit 14 Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 5, 2011)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 3, 2014

TCV VII, L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TCV VII(A), L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TCV MEMBER FUND, L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TCV VII MANAGEMENT, L.L.C.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JAY C. HOAG

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

RICHARD H. KIMBALL

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JOHN L. DREW

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JON Q. REYNOLDS JR.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

ROBERT W. TRUDEAU

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

CHRISTOPHER P. MARSHALL

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TIMOTHY P. MCADAM

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JOHN C. ROSENBERG

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

DAVID L. YUAN

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement (incorporated by reference from Exhibit 1 to Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 2 Note Purchase Agreement, dated December 4, 2009, among XRS Corporation, TCV VII, L.P., TCV VII(A), L.P., TCV Member Fund, L.P., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., and GW 2001 Fund, L.P. (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 3 Form of Senior Mandatorily Convertible Promissory Note of XRS Corporation (incorporated by reference from Exhibit 3 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 4 Form of Support Agreements entered into among TCV VII, L.P. and TCV VII(A), L.P and each of (i) John Deere Special Technologies Group, Inc., (ii) GW 2001 Fund, L.P. and Weber Capital Partners II, L.P, and (iii) Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V. (incorporated by reference from Exhibit 4 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 5 Certificate of Designation of Preferences of Series G Preferred Stock of XRS Corporation (incorporated by reference from Exhibit 5 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 6 Form of Warrant to Purchase Common Stock of XRS Corporation (incorporated by reference from Exhibit 6 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 7 Investor Rights Agreement, dated December 4, 2009, among XRS Corporation., TCV VII, L.P., TCV VII(A), L.P., and TCV Member Fund, L.P. (incorporated by reference from Exhibit 7 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 8 Voting Agreement, dated December 4, 2009, among XRS Corporation., TCV VII, L.P., TCV VII(A), L.P., TCV Member Fund, L.P., and John Deere Special Technologies Group, Inc. (incorporated by reference from Exhibit 8 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 9 Indemnification Agreement, dated December 4, 2009, among XRS Corporation., TCV VII, L.P., TCV VII(A), L.P., and TCV Member Fund, L.P. (incorporated by reference from Exhibit 9 to Schedule 13D relating to the Common Stock of XRS Corporation filed on December 11, 2009)

Exhibit 10 Joint Filing Agreement

Exhibit 11 Form of Voting Agreement

Exhibit 12 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to Schedule 13D relating to the Common Stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 13 Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010)

Exhibit 14 Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 5, 2011)

EX-99.10

EXHIBIT 10

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of XRS Corporation, a Minnesota corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 3^rd day of September, 2014.

TCV VII, L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TCV VII(A), L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TCV MEMBER FUND, L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TCV VII MANAGEMENT, L.L.C.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton Its:

Authorized Signatory

JAY C. HOAG

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

RICHARD H. KIMBALL

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JOHN L. DREW

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JON Q. REYNOLDS JR.

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

ROBERT W. TRUDEAU

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

CHRISTOPHER P. MARSHALL

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

TIMOTHY P. MCADAM

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

JOHN C. ROSENBERG

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

DAVID L. YUAN

By: /s/ Frederic D. Fenton

Name: Frederic D. Fenton

Its: Authorized Signatory

EX-99.11

Exhibit 11

FORM OF VOTING AND SUPPORT AGREEMENT

VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 29, 2014, is by and among Amundsen Holdings, LLC, a Delaware limited liability company (“Parent”), Amundsen Merger Sub Corp., a Minnesota corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and the Person set forth on Schedule I attached hereto (“Shareholder”).

WHEREAS, Shareholder is, as of the date hereof, the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of the number of Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, of XRS Corporation, a Minnesota corporation (the “Company”), in each case, as set forth opposite the name of Shareholder on Schedule I hereto;

WHEREAS, Parent, Merger Sub, and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof, in the form attached hereto as Exhibit A and as may be amended, supplemented or otherwise modified from time to time (the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement); and

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and as an inducement and in consideration therefor, Parent and Merger Sub have required that Shareholder, and Shareholder has (in Shareholder’s capacity as a beneficial owner of Equity Interests) agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

SECTION 1. Representations and Warranties of Shareholder. Shareholder (in Shareholder’s capacity as a record and beneficial owner of Equity Interests) hereby represents and warrants to Parent and Merger Sub as follows:

(a) As of the time of execution of this Agreement, Shareholder (i) is the record and beneficial owner of the Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, (together with any Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options and/or Company Warrants, the “Shareholder Securities”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock, Restricted Stock Units or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”).

(b) Shareholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

(c) This Agreement has been duly executed and delivered by Shareholder and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity.

(d) Neither the execution and delivery of this Agreement nor the consummation by Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound (including, for the avoidance of doubt, any of the Preferred Stock Investment Agreements), except for such violations, defaults or conflicts as would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement. Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by Shareholder of the transactions contemplated hereby will not (i) violate any provision of any decree, order or judgment applicable to Shareholder, (ii) require any consent, approval, or notice under any Legal Requirement applicable to Shareholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement, or (iii) if such Shareholder is an entity, violate any provision of such Shareholder’s organizational documents.

(e) The Shareholder Securities and the certificates, if any, representing the Shareholder Securities owned by Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by Shareholder or by a nominee or custodian for the benefit of Shareholder, free and clear of all Encumbrances, except for (i) any such Encumbrances arising hereunder, (ii) any such Encumbrances arising under the Articles of Incorporation, that certain XRS Corporation Voting Agreement, dated as of December 4, 2009, or that certain XRS Corporation Investor Rights Agreement, dated as of December 4, 2009, (the “Preferred Stock Investment Agreements”), none of which limit Shareholder’s ability, power and authority to enter into, and perform under, this Agreement, and (iii) any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”).

- 2 -

(f) Shareholder has full voting power, with respect to his/her/its Common Shares and/or Preferred Shares, as applicable, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its Common Shares and/or Preferred Shares, as applicable, held in the name of such Shareholder. The Shareholder Securities are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities, except as provided hereunder and in the Preferred Stock Investment Agreements.

(g) As of the time of execution of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by Shareholder of its obligations under this Agreement or otherwise adversely impact Shareholder’s ability to perform its obligations hereunder.

(h) Shareholder has received and reviewed a copy of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement.

(i) No broker, investment bank, financial advisor or other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Shareholder.

SECTION 2. Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Shareholder as follows:

(a) Each of Parent and Merger Sub is an Entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each of Parent and Merger Sub have the limited liability company or corporate power and authority, as the case may be, to execute and deliver and perform their obligations under this Agreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby, and each has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and the Merger Agreement.

(b) This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement and the Merger Agreement constitute legal, valid and binding obligations of the other parties thereto, constitute the legal, valid and binding obligations of each of Parent and Merger Sub, are enforceable against each of them in accordance with their terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity.

- 3 -

(c) Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the Merger Agreement by each of Parent and Merger Sub, and the consummation of the transactions contemplated by this Agreement and the Merger Agreement, will not: (i) cause a violation, or a default, by Parent or Merger Sub of any Legal Requirement or decree, order or judgment applicable to Parent or Merger Sub, or to which either Parent or Merger Sub is subject; or (ii) conflict with, result in a breach of, or constitute a default on the part of Parent or Merger Sub under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or their respective assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub or any of their obligations under this Agreement and the Merger Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Proxy Statement), Takeover Laws, the MBCA, in connection with the FCC Consent or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Merger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any consent or approval from, any Person at or prior to the consummation of the transactions contemplated in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement, other than such filings, notifications, approvals, notices or consents that, if not obtained, made or given, would not, individually or in the aggregate, prevent or materially delay the performance by either Parent or Merger Sub of any of their obligations under this Agreement and the Merger Agreement.

SECTION 3. Transfer of the Shares; Other Actions.

(a) Prior to the Termination Date, except as otherwise expressly provided herein (including pursuant to this Section 3 or Section 4) or in the Merger Agreement, Shareholder shall not, and shall cause each of its Subsidiaries not to: (i) transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, enter into any derivative arrangement with respect to, or create any Encumbrances (other than Permitted Encumbrances) on or enter into any agreement with respect to any of the foregoing (“Transfer”), any or all of Shareholder’s Equity Interests in the Company, including any Shareholder Securities; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shareholder Securities with respect to any matter that is in contravention of the obligations of Shareholder under this Agreement with respect to Shareholder’s Equity Interests; (iv) deposit any of Shareholder’s Equity Interests, including the Shareholder Securities, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shareholder Securities, in contravention of the obligations of Shareholder under this Agreement with respect to Shareholder’s Equity Interests; or (v) knowingly take or cause the taking of any other action that would materially restrict or prevent the performance of such Shareholder’s obligations hereunder or the transactions contemplated hereby, excluding any bankruptcy filing. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Shareholder Securities shall occur (including, but not limited to, a sale by Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale),

- 4 -

the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shareholder Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the Termination Date.

(b) Notwithstanding the foregoing, Shareholder may make (i) Transfers of Equity Interests by will or by operation of law or other transfers for estate planning purposes, in which case any such transferee shall agree in writing to be bound by this Agreement prior to the consummation of any such Transfer, (ii) with respect to such Shareholder’s Company Options and/or Company Warrants, as applicable, which expire on or prior to the End Date or as a result of the consummation of the Merger, Transfers or cancellations of the underlying Common Shares to the Company (x) in payment of the exercise price of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (y) in order to satisfy taxes applicable to the exercise of such Shareholder’s Company Options and/or Company Warrants, as applicable, and (iii) other Transfers of Shares as Parent may otherwise agree in writing in its sole discretion.

(c) Shareholder agrees that it/he/she will not exercise any dissenters rights available to Shareholder with respect to the Merger pursuant to Sections 302A.471 and 302A.473 of the MBCA.

SECTION 4. Voting of Shares; Grant of Irrevocable Proxy; Appointment of Proxy.

(a) Prior to the Termination Date, and without in any way limiting Shareholder’s right to vote its/her/his Common Shares and/or Preferred Shares, as applicable, in its sole discretion on any other matters that may be submitted to a shareholder vote, consent or other approval, at every annual, special or other meeting of the Company’s shareholders called, and at every adjournment or postponement thereof, Shareholder (in Shareholder’s capacity as a holder of the Shareholder Securities) shall, or shall cause the holder of record on any applicable record date to, (i) appear at each such meeting or otherwise cause all of Shareholder’s Common Shares and/or Preferred Shares, as applicable, entitled to vote to be counted as present thereat for purposes of calculating a quorum and (ii) vote all Common Shares and/or Preferred Shares, as applicable, beneficially owned by Shareholder and entitled to vote (the “Vote Shares”) (A) in favor of the approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, and/or (B) against (x) any action or agreement which would reasonably be expected to result in any of the conditions to the Company’s obligations to consummate the Merger set forth in Section 6 of the Merger Agreement not being fulfilled, (y) any Acquisition Proposal and (z) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder under this Agreement.

(b) Shareholder hereby irrevocably grants to, and appoints, Parent and any duly appointed designee thereof, Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to attend any meeting of the shareholders of the Company on behalf of such Shareholder with respect to the matters set forth in Section 4(a)(ii), to include such Common Shares and/or Preferred Shares, as applicable, in any computation for purposes of establishing a quorum at any such meeting of shareholders of

- 5 -

the Company, and to vote all Vote Shares, or to grant a consent or approval in respect of the Vote Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company in accordance with the provisions of Section 4(a). Parent agrees not to exercise the proxy granted herein for any purpose other than with respect to the matters set forth in Section 4(a)(ii). Shareholder hereby affirms that the proxy set forth in this Section 4(b) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section or in Section 9 hereof, is intended to be irrevocable in accordance with the provisions of Section 302A.449 of the MBCA during the term of this Agreement.

(c) Shareholder hereby represents that any proxies heretofore given in respect of the Shareholder Securities, if any, with respect to the matters set forth in Section 4(a)(ii) are revocable, and hereby revokes such proxies.

(d) Notwithstanding the foregoing, subject to the terms of the Preferred Stock Investment Agreements, Shareholder shall retain at all times the right to vote the Common Shares and/or Preferred Shares, as applicable, held by it in its sole discretion and without any other limitation on those matters other than those set forth in Section 4(a)(ii) that are at any time or from time to time presented for consideration to the Company’s shareholders.

(e) The obligations set forth in this Section 4 shall apply to Shareholder unless and until the Termination Date shall have occurred, at which time such obligations shall terminate and be of no further force or effect.

SECTION 5. No Solicitation. Shareholder (in Shareholder’s capacity as a beneficial owner of Equity Interests) shall not knowingly, nor shall it, subject to the provisions of Section 6, authorize or permit any of its Representatives to, directly or indirectly, (i) initiate, solicit, propose, encourage or take any other action to facilitate (including by providing information) any proposals or offers that constitute, or would reasonably be expected to lead to an Acquisition Proposal, (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data concerning the Company or any Subsidiary thereof to any Person relating to any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing, if the Company’s Board of Directors determines in good faith, after consultation with independent financial advisors and outside legal counsel, that an Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Offer, then Shareholder may engage in discussions and negotiate with the Person making such Acquisition Proposal, in each case, solely with respect to Shareholder’s willingness to execute and deliver a voting and support agreement on terms and conditions substantially similar to those contained herein. Shareholder shall, and, subject to the provisions of Section 6, shall cause its Representatives to, immediately cease all discussions and negotiations with any Person that may be ongoing as of the date of this Agreement with respect to any proposal that constitutes, or is reasonably expected to result in, any Acquisition Proposal.

- 6 -

SECTION 6. Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to Shareholder solely in Shareholder’s capacity as a holder of the Shareholder Securities and/or other Equity Interests in the Company and not in Shareholder’s or any partner, officer, employee or Affiliate of Shareholder’s capacity as a director, officer or employee of the Company or any of its Subsidiaries or in such Shareholder’s or any partner, officer, employee or Affiliate of such Shareholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or require Shareholder or any partner, officer, employee or Affiliate of Shareholder to attempt to) limit or restrict any actions or omissions of a director and/or officer of the Company or any of its Subsidiaries, including, without limitation, in the exercise of his or her fiduciary duties as a director and/or officer of the Company or any of its Subsidiaries or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director and/or officer of the Company or any of its Subsidiaries or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee and/or fiduciary.

SECTION 7. Further Assurances. Each party shall execute and deliver any additional documents and take such further actions that are reasonably necessary to carry out all of its obligations under the provisions hereof, including without limitation to vest in Parent the power to vote the Common Shares and/or Preferred Shares, as applicable, to the extent contemplated by Section 4(b) hereof (subject to Sections 4(d) and 4(e) hereof).

SECTION 8. Termination of Affiliate Agreements. Prior to or contemporaneously with the Closing, Shareholder shall, and shall cause each of its Affiliates to, agree to the termination of, and shall use its reasonable best efforts to cause any counterparty to terminate, all Contracts (including, for the avoidance of doubt, all Preferred Stock Investment Agreements, but excluding (a) any Shareholder Indemnification Agreements, (b) any indemnification agreement by and between any director of any Acquired Corporation and any Acquired Corporation and (c) any Company Warrants (which shall be treated in accordance with Section 1.9 of the Merger Agreement)) between it or its Affiliates, on the one hand, and any Acquired Corporation, on the other hand, such that no party thereto shall have any further rights, duties, obligations or liabilities of any nature whatsoever with respect thereto.

SECTION 9. Termination.

(a) This Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately, and the power of attorney and proxy set forth in Section 4(b) shall be revoked, terminated and of no further force and effect, without any notice or other action by any Person, upon the earliest to occur of the following (the date of such termination, the “Termination Date”):

(i) termination of the Merger Agreement in accordance with its terms;

(ii) the Effective Time;

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(iii) the End Date (as defined in the Merger Agreement as in effect on the date of this Agreement);

(iv) any change to the terms of the Merger without the prior written consent of Shareholder that (A) reduces the Merger Consideration or any consideration otherwise payable with respect to the Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units beneficially owned by Shareholder (subject to adjustments in compliance with Section 1.5(b) of the Merger Agreement) or (B) changes the form of consideration payable in the Merger or any consideration otherwise payable with respect to the Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units beneficially owned by Shareholder or (C) adversely affects, in any material respect, or is reasonably likely to adversely affect, in any material respect, Shareholder relative to other holders of Equity Interests of the Company;

(v) subject to compliance with Section 3(b), the date on which Shareholder ceases to own any Equity Interests; or

(vi) the mutual written consent of Parent and Shareholder.

(b) Upon termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof, provided however, that the termination of this Agreement shall not relieve any party from liability from any willful and material breach prior to such termination.

(c) Sections 9(b), 10 and 13 hereof shall survive the termination of this Agreement.

SECTION 10. Expenses. All fees and expenses incurred in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated; provided that, the Company shall be permitted to reimburse reasonable and documented out-of-pocket fees and expenses of legal counsel to Shareholder with respect to this Agreement and the transactions contemplated hereby, subject to an aggregate cap of $100,000 (taking into account the reimbursement of similar fees and expenses of legal counsel incurred by other shareholders of the Company with respect to their similar agreements).

SECTION 11. Public Announcements. Parent, Merger Sub and Shareholder (in its capacity as a Shareholder of the Company and/or signatory to this Agreement) shall only make public announcements regarding this Agreement and the transactions contemplated hereby that are consistent with the public statements made by the Company and Parent in connection with this, Agreement, the Merger Agreement and the transactions contemplated thereby, without the prior written consent of Parent. Shareholder (i) consents to and authorizes the publication and disclosure by Parent and its Affiliates of its identity and holding of the Shareholder Securities and the nature of its commitments and obligations under this Agreement in any disclosure

- 8 -

required by the SEC or other Governmental Body, provided that, Parent shall provide Shareholder and its counsel reasonable opportunity to review and comment thereon, and Parent shall give reasonable consideration to any such comments, and (ii) agrees promptly to give to Parent any information it may reasonably require for the preparation of any such disclosure documents. Parent consents to and authorizes the publication and disclosure by Shareholder of the nature of its commitments and obligations under this Agreement and such other matters as may be required in connection with the Merger in any Form 4, Schedule 13D, Schedule 13G or other disclosure required by the SEC or other Governmental Body to be made by Shareholder in connection with the Merger. Nothing set forth herein shall limit any disclosure by Shareholder to its or its Affiliates’ general or limited partners on a confidential basis.

SECTION 12. Adjustments. In the event (a) of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company on, of or affecting the Shareholder Securities or (b) that Shareholder shall become the beneficial owner of any additional Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, then the terms of this Agreement shall apply to the Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, held by Shareholder immediately following the effectiveness of the events described in clause (a) or Shareholder becoming the beneficial owner thereof as described in clause (b), as though, in either case, they were Shareholder Securities hereunder. In the event that Shareholder shall become the beneficial owner of any other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 4(a)(ii) hereof, then the terms of Section 4 hereof shall apply to such other securities as though they were Shareholder Securities hereunder.

SECTION 13. Miscellaneous.

(a) Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (i) upon receipt when delivered by hand, (ii) two business days after sent by registered mail or by courier or express delivery service, (iii) if sent by email transmission prior to 6:00 p.m. recipient’s local time, upon transmission when receipt is confirmed, or (iv) if sent by email transmission after 6:00 p.m. recipient’s local time and receipt is confirmed, the business day following the date of transmission; provided that in each case the notice or other communication is sent to the physical address or email address set forth beneath the name of such party below (or to such other physical address or email address as such party shall have specified in a written notice given to the other parties hereto):

If to Shareholder, to:

[SHAREHOLDER]

[                    ]

Attention: [                    ]

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Email: [            ]

If to the Company, to:

XRS Corporation

965 Prairie Center Drive

Eden Prairie, MN 55344

Attention: John Coughlan

Email: jay.coughlan@xrscorp.com

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

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

Attn:	Michael Coddington
	Michael Stanchfield
Facsimile:	(612) 766-1600
Email:	michael.coddington@faegrebd.com
	mike.stanchfield@faegrebd.com

If to Parent or Merger Sub, to:

c/o Vista Equity Partners

401 Congress Avenue

Suite 3100

Austin, TX 78701

Attention:	Brian N. Sheth
	Christian Sowul
Email:	BSheth@vistaequitypartners.com
	CSowul@vistaequitypartners.com

with a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention:	David Breach, Esq.
	Daniel Wolf, Esq.
Facsimile:	(212) 446-4900
E-mail:	David.Breach@kirkland.com
	Daniel.Wolf@kirkland.com

(b) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

- 10 -

(c) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by PDF shall be sufficient to bind the parties to the terms and conditions of this Agreement.

(d) Entire Agreement, No Third-Party Beneficiaries. This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the parties, with respect to the subject matter hereof and thereof and (ii) is not intended to confer, nor shall it confer, upon any Person other than the parties hereto any rights or remedies or benefits of any nature whatsoever.

(e) Governing Law, Jurisdiction.

(i) Except as set forth in Section 13(e)(ii), this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and performed in such state, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 13(f), in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (A) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, (it being agreed that the consents to jurisdiction and venue set forth in this Section 13(e) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto); and (B) each of the parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 13(a). The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

(ii) The effectuation of the Merger and all claims or causes of action (whether in contract or in tort) that may challenge the effectiveness of the Merger and the effects thereof shall be governed by and construed in accordance with the laws of the State of Minnesota, to the extent required under Minnesota law.

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(f) Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) Assignment. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns; provided, however, that, except in connection with any Transfer permitted by Section 3, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Legal Requirements or otherwise by any of the parties hereto without the prior written consent of the other parties, except that Parent and Merger Sub may assign, in their sole discretion and without the consent of any other party, any or all of their rights, interests and obligations hereunder to each other or to one or more direct or indirect wholly-owned Subsidiaries of Parent in connection with the assignment of the rights, interests and obligations of Parent and/or Merger Sub under the Merger Agreement to such indirect wholly-owned Subsidiaries of Parent in accordance with the terms of the Merger Agreement, and any such assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional direct or indirect wholly-owned Subsidiaries of Parent in connection with the assignment of the rights, interests and obligations of such assignee under the Merger Agreement to such additional direct or indirect wholly-owned Subsidiaries of Parent in accordance with the terms of the Merger Agreement; provided, that no such assignment shall relieve Parent or Merger Sub of any of their respective obligations under this Agreement. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(h) Severability of Provisions. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such 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 shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

(i) Specific Performance. The parties hereto agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and

- 12 -

provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity, and each party waives any requirement for the securing or posting of any bond in connection with the remedies referred to in this Section 13(i).

(j) Amendment. No amendment or modification of this Agreement shall be effective unless it shall be in writing and signed by each of the parties hereto, and no waiver or consent hereunder shall be effective against any party unless it shall be in writing and signed by such party.

(k) Binding Nature. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns.

(l) No Recourse. Parent and Merger Sub agree that Shareholder (in its capacity as a holder of Equity Interests of the Company) will not be liable for claims, losses, damages, expenses and other liabilities or obligations resulting from or related to the Merger Agreement or the Merger (other than any liability for claims, losses, damages, expenses and other liabilities or obligations solely to the extent arising under, and in accordance with the terms of, this Agreement), including the Company’s breach of the Merger Agreement.

(m) No Presumption. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(n) No Agreement Until Executed. This Agreement shall not be effective unless and until (i) the Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed by all parties hereto.

(o) No Ownership Interest. Except as otherwise specifically provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Shareholder Securities. All rights, ownership and economic benefits of and relating to the Shareholder Securities shall remain vested in and belong to Shareholder, and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Shareholder in the voting of any of the Shareholder Securities, except as otherwise specifically provided herein.

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SIGNATURE PAGE TO

VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, Parent, Merger Sub and Shareholder have caused this Agreement to be duly executed and delivered as of the date first written above.

AMUNDSEN HOLDINGS, LLC
By:
	Name:
	Title:
AMUNDSEN MERGER SUB CORP.
By:
	Name:
	Title:

SIGNATURE PAGE TO

VOTING AND SUPPORT AGREEMENT

By:
	[Shareholder]

SCHEDULE I

NAME	COMPANY COMMON STOCK	SERIES B PREFERRED STOCK	SERIES C PREFERRED STOCK	SERIES D PREFERRED STOCK	SERIES F PREFERRED STOCK	SERIES G PREFERRED STOCK	COMPANY OPTIONS	COMPANY WARRANTS	RESTRICTED STOCK	RESTRICTED STOCK UNITS
[Shareholder]	[            ]	[            ]	[            ]	[            ]	[            ]	[            ]	[            ]	[            ]	[            ]	[            ]

EXHIBIT A –

AGREEMENT AND PLAN OF MERGER