0001193125-06-112413 Sample Contracts

SUBLEASE AGREEMENT
Sublease Agreement • May 15th, 2006 • Hm Publishing Corp • Books: publishing or publishing & printing

THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the 12th day of January 2006 (“Effective Date”), by and between SARA LEE COFFEE & TEA NORTH AMERICA, a division of Sara Lee/DE International BV, a corporation organized under the laws of The Netherlands (“Sublandlord”), and HOUGHTON MIFFLIN CO., a Massachusetts corporation (“Subtenant”).

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LANDLORD CONSENT TO SUBLEASE
Hm Publishing Corp • May 15th, 2006 • Books: publishing or publishing & printing

THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the 12th day of January, 2006, by and among 3800 GOLF ROAD LLC, a Delaware limited liability company (“Landlord”), SARA LEE COFFEE & TEA NORTH AMERICA, a division of Sara Lee/DE International BV, a corporation organized under the laws of the Netherlands (“Sublandlord”), and HOUGHTON MIFFLIN CO., a Massachusetts corporation (“Subtenant”).

STOCK PURCHASE AGREEMENT among HOUGHTON MIFFLIN COMPANY, PROMISSOR, INC., NCS PEARSON, INC. and PEARSON AUTUMN ACQUISITION, INC. Dated as of January 23, 2006
Stock Purchase Agreement • May 15th, 2006 • Hm Publishing Corp • Books: publishing or publishing & printing • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 23, 2006 among Promissor, Inc., a Delaware corporation (the “Company”), Houghton Mifflin Company, a Massachusetts corporation and the holder of all of the outstanding capital stock of the Company (the “Seller”), Pearson Autumn Acquisition, Inc., a Delaware corporation (the “Buyer”) and NCS Pearson, Inc. a Minnesota Corporation (the “Guarantor”).

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