0001047469-08-002361 Sample Contracts

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Merger Agreement • March 7th, 2008 • Varsity Group Inc • Retail-catalog & mail-order houses

As more fully described in the accompanying materials, on February 22, 2008 Varsity Group Inc. (the "Company" or "Varsity") entered into an Agreement and Plan of Merger (the "Merger Agreement") with VGI Holdings Corp. ("Parent") and VGI Acquisition Corp., a wholly-owned subsidiary of Parent ("Purchaser"). Parent is a wholly-owned subsidiary of Follett Corporation ("Follett").

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