VOYAGER LEARNING COMPANY 1800 Valley View Lane, Suite 400 Dallas, TX 75234Voyager Learning CO • July 27th, 2009 • Miscellaneous publishing
The Company has entered into an Agreement and Plan of Mergers, by and among Cambium Holdings, Inc., the Company, Vowel Acquisition Corp., VSS-Cambium Holdings II Corp., Consonant Acquisition Corp., and the Vowel Representative, LLC (the “Merger Agreement”). Pursuant to a letter entered into in connection with the Merger Agreement, the Company has agreed to seek the termination of the Registration Rights Agreement. In consideration for the benefits to the Holders from the completion of the transactions contemplated by the Merger Agreement, effective as of the Effective Date (as defined in the Merger Agreement), each Holder hereby (i) terminates the Registration Rights Agreement pursuant to Section 8(c) of the Registration Rights Agreement, and (ii) waives any and all rights it may have under the Registration Rights Agreement following such date.
