AGREEMENT AND PLAN OF MERGER by and among CAMBIUM LEARNING GROUP, INC., CAMPUS HOLDING CORP. and CAMPUS MERGER SUB INC. Dated as of October 12, 2018Agreement and Plan of Merger • October 15th, 2018 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 12, 2018, is by and among Cambium Learning Group, Inc., a Delaware corporation (the “Company”), Campus Holding Corp., a Delaware corporation (“Parent”), and Campus Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 8.17.
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2018 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into and effective as of October 12, 2018 (the “Effective Date”), by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser”), Edcity Holding Inc., a Florida corporation (“Edcity”), VSS VKidz LLC, a Delaware limited liability company (“VSS”, and together with Edcity, the “Sellers”, and each, a “Seller”), VKidz Holdings Inc., a Delaware corporation (the “Company”), and VSS, solely in its capacity as Representative (the “Representative”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).
