VOYAGER LEARNING COMPANY Ann Arbor, MI 48106-1346 June 20, 2009Merger Agreement • August 10th, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
This letter agreement is being executed by the undersigned in connection with the execution and delivery of that certain Agreement and Plan of Mergers, dated as of June 20, 2009 (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Cambium Holdings, Inc., a Delaware corporation (the “Company”), Voyager Learning Company, a Delaware corporation (“Vowel”), VSS-Cambium Holdings II Corp., a Delaware corporation (“Consonant”), Vowel Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, Consonant Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, and Vowel Representative, LLC, a Delaware limited liability company. Defined terms used in this letter agreement and not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement.
Dear Brad: This Agreement sets forth the terms and conditions regarding your continued employment with Voyager Expanded Learning, Inc. (the “Company”) and is a clarifying amendment and restatement of your employment terms letter dated March 3, 2009....Employment Agreement • August 10th, 2009 • Voyager Learning CO • Miscellaneous publishing • Texas
SUBLEASE AGREEMENTSublease Agreement • August 10th, 2009 • Voyager Learning CO • Miscellaneous publishing
This Office Lease (the “Lease”) is made and entered into on the 10th day of November, 2004, between TRANSWESTERN GREAT LAKES, L.P., a Delaware limited partnership (“Landlord”), and PROQUEST COMPANY, a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASELease • August 10th, 2009 • Voyager Learning CO • Miscellaneous publishing
THIS SECOND AMENDMENT TO LEASE AND ASSIGNMENT OF LEASE (“Second Amendment”) is made as of March 7, 2008 (the “Effective Date”), by and among TRANSWESTERN GREAT LAKES, L.P., a Delaware limited partnership (“Landlord”), and VOYAGER LEARNING COMPANY, a Delaware corporation (“Assignor”), formerly known as ProQuest Company, and PROQUEST LLC, a Delaware limited liability company (“Tenant”).
