CREDIT AGREEMENT Dated as of December 10, 2015, among CAMBIUM LEARNING, INC., as Borrower, CAMBIUM LEARNING GROUP, INC., as Holdings, WEBSTER BANK, N.A., as Administrative Agent, L/C Issuer and a Lender, and The Other Lenders Party Hereto with WEBSTER...Credit Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 10, 2015, by and among CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), CAMBIUM LEARNING GROUP, INC., a Delaware corporation and the indirect parent of the Borrower (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WEBSTER BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and letter of credit issuer (in such capacity, the “L/C Issuer”).
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.
CREDIT AGREEMENT dated as of April 12, 2007, among VSS-CAMBIUM MERGER CORP. (which on the Closing Date will be merged with and into Cambium Learning, Inc.), as Borrower, VSS-CAMBIUM HOLDINGS, LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors,...Credit Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of April 12, 2007, among VSS-Cambium Merger Corp., a Delaware corporation (“Borrower”), VSS-Cambium Holdings, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Credit Suisse Securities (USA) LLC as co-syndication agent (in such capacity, “Co-Syndication Agent”), BNP Paribas, as co-syndication agent (in such capacity, “Co-Syndication Agent” and together with the other Co-Syndication Agent, the “Syndication Agents”), TD Securities (USA) LLC, as documentation agent (in such capacity, “Documentation Agent”), and Barclays Bank PLC as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.
REGISTRATION RIGHTS AGREEMENT Dated as of February 17, 2011 by and among CAMBIUM LEARNING GROUP, INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC. BMO CAPITAL MARKETS CORP.Registration Rights Agreement • March 10th, 2011 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Agreement is made pursuant to the Purchase Agreement, dated February 14, 2011 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representatives, on behalf of themselves and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $175,000,000 aggregate principal amount of the Initial Notes. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of February 17, 2011 among the Company, the Guarantors and Wells Fargo, N.A., as trustee and collateral agent, relating to the Initial Securities and the Exchange Securities (the
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • November 6th, 2014 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This NOTE REPURCHASE AGREEMENT (this “Agreement”) to repurchase Cambium Learning Group, Inc. 9.75% Senior Secured Notes Due 2017, is made as of October [●], 2014, by and between Cambium Learning Group, Inc., a Delaware corporation (the “Issuer”) and [●] (the “Holder”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • Delaware
THIS AGREEMENT (“Agreement”) dated as of November 28, 2006 (the “Effective Date”) is by and between ProQuest Company, a Delaware corporation (“Seller”), and Snap-on Incorporated, a Delaware corporation (“Buyer”). Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as “Parties.”
March 19, 2013 Paul Fonte Re: Employment Terms Dear Paul:Confidentiality Agreement • May 9th, 2013 • Cambium Learning Group, Inc. • Miscellaneous publishing • Texas
This letter Agreement (“Agreement”) sets forth the terms and conditions of your continued employment with Cambium Learning Group, Inc. (the “Company”) as its Chief Technology Officer, effective as of March 19, 2013 (the “Effective Date).
Dear Todd: This Agreement is being provided to you because you are a key employee who performs highly specialized and unique duties that are critical to ProQuest Company. Capitalized terms set forth in this letter are defined in Exhibit A.Restricted Stock Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • Michigan
• Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
May 8, 2009 Richard Surratt Re: Employment Terms Dear Richard: Your agreement dated February 1, 2007 is hereby amended and restated in its entirety to reflect your continued employment as President and Chief Executive Officer of the Company. You...Cambium-Voyager Holdings, Inc. • August 6th, 2009 • Michigan
• You receive at Company expense Basic term life equal to two times annual Base Salary, and under the terms of the policy, you may elect to purchase additional term life insurance up to four times Base Salary up to a maximum of $1,300,000 subject to the terms of the Policy.
April 9, 2009 Ron Klausner Re: Employment Terms Dear Ron: Your agreement dated May 7, 2007 is hereby amended and restated in its entirety to reflect your continued employment with Voyager Learning Company (the “Company”). Capitalized terms used in...Cambium-Voyager Holdings, Inc. • August 6th, 2009 • Michigan
VOYAGER LEARNING COMPANY Ann Arbor, MI 48106-1346 June 20, 2009Cambium-Voyager Holdings, Inc. • August 6th, 2009 • 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.
STOCK PURCHASE AGREEMENT BY AND AMONG CAMBIUM LEARNING GROUP, INC. EDCITY HOLDING INC. and VSS VKIDZ LLC regarding the purchase and sale of all of the outstanding capital stock of VKIDZ HOLDINGS INC.Stock Purchase Agreement • May 17th, 2018 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 13, 2018 (the “Signing Date”), is 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 VKidZ LLC, solely in its capacity as Representative (as defined herein). Certain terms used in this Agreement are defined in Section 1.1.
GUARANTY AGREEMENTGuaranty Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
THIS GUARANTY AGREEMENT (this “Agreement”) is made as of December 10, 2015, by CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), and the parties listed on the signature pages hereto (together with Holdings, collectively, the “Guarantors” and each, a “Guarantor”) in favor of Webster Bank, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lending institutions (collectively, the “Lenders”) which are or may become parties to the Credit Agreement referred to below.
ContractLetter Agreement • October 30th, 2009 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
PERMANENT WAIVER AND AMENDMENT NO. 2, dated as of August 22, 2008 (this “Permanent Waiver and Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-CAMBIUM MERGER CORP. (“Borrower”), BARCLAYS BANK PLC, as Administrative Agent, and the Required Lenders, in each case listed on the signature pages hereto, to the Credit Agreement dated as of April 12, 2007 (as waived and amended by the Limited Waiver and Amendment (“Amendment No. 1”), dated as of May 20, 2008, such Amendment No. 1 as extended by the letter agreement dated July 15, 2008 (“Letter Agreement”), as further amended, supplemented, amended and restated, extended or otherwise modified from time to time) (the “Credit Agreement”) among Borrower, VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as co-syndicati
CAMBIUM LEARNING GROUP, INC. PURCHASE AGREEMENTPurchase Agreement • March 10th, 2011 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
BARCLAYS CAPITAL INC. BMO CAPITAL MARKETS CORP. As Representatives of the several Initial Purchasers named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
May 8, 2009 Todd W. Buchardt Re: Amendment to Executive Letter Agreement Dear Todd:Cambium-Voyager Holdings, Inc. • August 6th, 2009
This letter sets forth the terms and conditions regarding your continued employment with Voyager Learning Company, formerly known as ProQuest Company (“Voyager”) and the compensation that the CEO has approved for you. For purposes of this letter, the “Company” refers to Voyager and its subsidiaries and affiliates. Unless otherwise specified, capitalized terms used in this letter have the meaning assigned to such terms in your letter agreement with Voyager dated July 13, 2006 (the “Executive Letter”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • New York
This Amendment to Employment Agreement (the “Amendment”), dated as of the 7th day of August, 2009, is made by and between Cambium-Voyager Holdings, Inc. (the “Corporation”), Voyager Learning Company (“Voyager”) and Ron Klausner (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 28th, 2012 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This STOCK PURCHASE AGREEMENT, dated as of June 22, 2012 (this “Agreement”), is by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser” or the “Issuer”), and each of the persons and entities listed on Schedule I attached hereto (collectively, the “Sellers” and each, individually, a “Seller”).
PLEDGE AGREEMENTPledge Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Pledge Agreement (this “Agreement”) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), and (iii) the other Subsidiaries of Holdings (other than Borrower, Voyager Learning Company and, except as provided herein, the Excluded Subsidiaries) party hereto from time to time (together with Holdings and the Borrower, collectively, the “Pledgors” and each, a “Pledgor”), in favor of Webster Bank, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lending institutions (collectively, the “Lenders”) which are or may become parties to the Credit Agreement referred to below (in such capacity, the “Pledgee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 8th, 2013 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This STOCK PURCHASE AGREEMENT, dated as of December 11, 2012 (this “Agreement”), is by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser” or the “Issuer”), and each of the persons and entities listed on Schedule I attached hereto (collectively, the “Sellers” and each, individually, a “Seller”).
ContractPermanent Waiver • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • New York
PERMANENT WAIVER AND AMENDMENT NO. 2, dated as of August 22, 2008 (this “Permanent Waiver and Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-CAMBIUM MERGER CORP. (“Borrower”), BARCLAYS BANK PLC, as Administrative Agent, and the Required Lenders, in each case listed on the signature pages hereto, to the Credit Agreement dated as of April 12, 2007 (as waived and amended by the Limited Waiver and Amendment (“Amendment No. 1”), dated as of May 20, 2008, such Amendment No. 1 as extended by the letter agreement dated July 15, 2008 (“Letter Agreement”), as further amended, supplemented, amended and restated, extended or otherwise modified from time to time) (the “Credit Agreement”) among Borrower, VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE SECURITIES (USA) LLC, as co-syndicati
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2016 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Security Agreement (this “Agreement”) dated as of December 10, 2015, made by (i) CAMBIUM LEARNING GROUP, INC., a Delaware corporation (“Holdings”), (ii) CAMBIUM LEARNING, INC., a Delaware corporation (the “Borrower”), and (iii) certain other Subsidiaries of Holdings (other than Borrower) party hereto from time to time (together with Holdings and the Borrower, collectively, the “Grantors” and each, a “Grantor”), in favor of Webster Bank, N.A., as administrative agent (the “Administrative Agent”) for itself and the other lending institutions (collectively, the “Lenders”) which are or may become parties to the Credit Agreement referred to below.
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....Cambium-Voyager Holdings, Inc. • August 6th, 2009 • Texas
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 2013 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This STOCK PURCHASE AGREEMENT, dated as of November 4, 2013 (this “Agreement”), is by and among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser” or the “Issuer”), and each of the persons and entities listed on Schedule I attached hereto (collectively, the “Sellers” and each, individually, a “Seller”).
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • November 14th, 2017 • Cambium Learning Group, Inc. • Miscellaneous publishing
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is made and entered into as of the 4th day of October, 2017 (“Effective Date”), by and between PAR Capital-Briargrove, LLC, a Texas limited liability company, successor in interest to Briargrove Place, L.L.C., a Texas limited liability company, as "Landlord" and Cambium Learning, Inc., a Delaware corporation, as "Tenant."
VSS-CAMBIUM MERGER CORP. (which on the Closing Date will be merged with and into Cambium Learning, Inc.) AS COMPANY VSS-CAMBIUM HOLDINGS, LLC AS GUARANTOR TCW/CRESCENT MEZZANINE PARTNERS IV, L.P. TCW/CRESCENT MEZZANINE PARTNERS IVB, L.P. MAC CAPITAL,...Note Purchase Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
WHEREAS, Holdings has entered into a certain Stock Purchase Agreement, dated as of January 29, 2007 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof and thereof, the “Acquisition Agreement”), with Cambium Learning, Inc. (“Target”) and each of the stockholders of Target (“Sellers”), to acquire (the “Acquisition”) all of the capital stock of Target from the Sellers, which will result in Holdings being the beneficial owner of Target and its subsidiaries (the “Acquired Business”).
STOCK OPTION AGREEMENT pursuant to the CAMBIUM LEARNING GROUP, INC. 2009 EQUITY INCENTIVE PLANStock Option Agreement • August 8th, 2013 • Cambium Learning Group, Inc. • Miscellaneous publishing • Texas
This STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into by and between Cambium Learning Group, Inc., a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the Cambium Learning Group, Inc. 2009 Equity Incentive Plan (the “Plan”). The Optionee agrees to be bound by the terms and conditions of the Plan, which are incorporated herein by reference and which control in case of any conflict with this Agreement, except as otherwise specifically provided in the Plan.
AMENDMENT NO. 1 TO ESCROW AGREEMENTEscrow Agreement • September 24th, 2010 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
This Amendment No. 1 is made as of September 20, 2010 (this “Amendment”) to the Escrow Agreement, dated as of December 8, 2009 (the “Escrow Agreement”), by and among Wells Fargo Bank, National Association (the “Escrow Agent”), Cambium Learning Group, Inc. (“Holdco”), Voyager Learning Company (“Voyager”), Vowel Representative, LLC (“Stockholders’ Representative”) and Richard J. Surratt. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Escrow Agreement.
FORM OF STOCK OPTION AGREEMENT FOR THE CAMBIUM LEARNING GROUP, INC. 2009 STOCK INCENTIVE PLANStock Option Agreement • June 24th, 2013 • Cambium Learning Group, Inc. • Miscellaneous publishing • Texas
This STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into by and between Cambium Learning Group, Inc., a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the Cambium Learning Group, Inc. 2009 Equity Incentive Plan (the “Plan”). The Optionee agrees to be bound by the terms and conditions of the Plan, which are incorporated herein by reference and which control in case of any conflict with this Agreement, except as otherwise specifically provided in the Plan.
ASSET PURCHASE AGREEMENT BETWEEN CAMBIUM EDUCATION, INC. AND CLASS.COM, INC.Asset Purchase Agreement • September 23rd, 2011 • Cambium Learning Group, Inc. • Miscellaneous publishing • Nevada
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2009 • Cambium-Voyager Holdings, Inc. • New York
This Amendment to Employment Agreement (the “Amendment”), dated as of the 26th day of June, 2009, is made by and between Cambium-Voyager Holdings, Inc. (the “Corporation”), Cambium Learning, Inc. (“Cambium”) and David Cappellucci (the “Executive”).
AMENDMENT THREE TO THE LOGISTICS SERVICES AGREEMENTThe Logistics Services Agreement • November 1st, 2018 • Cambium Learning Group, Inc. • Miscellaneous publishing
This AMENDMENT THREE TO THE LOGISTICS SERVICES AGREEMENT (the "Amendment") dated as of the 26th day of July, 2018 is by and between Cambium Learning, Inc. ("Client") and Geodis Logistics LLC ("GEODIS," collectively the "Parties").
ContractTemporary Waiver And • October 9th, 2009 • Cambium-Voyager Holdings, Inc. • Miscellaneous publishing • New York
TEMPORARY WAIVER AND AMENDMENT, dated as of May 20, 2008 (this “Temporary Waiver and Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-Cambium Merger Corp. (“Borrower”), VSS-CAMBIUM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as Administrative Agent, and the Required Note-Holders, in each case listed on the signature pages hereto, to the Note Purchase Agreement dated as of April 12, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Purchase Agreement”) among Borrower, Holdings, each purchaser from time to time party thereto (collectively, the “Purchasers” and individually, a “Purchaser”) and TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as administrative agent (in such capacity, “Administrative Agent”) for the Purchasers. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreemen
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERSAgreement and Plan of Mergers • September 24th, 2010 • Cambium Learning Group, Inc. • Miscellaneous publishing • Delaware
This Amendment No. 1 is made as of September 20, 2010 (this “Amendment”) to the Agreement and Plan of Mergers, dated as of June 20, 2009 (the “Merger Agreement”), by and among Cambium Learning Group, Inc. (f/k/a/ Cambium Holdings, Inc.) (“Holdco”), Voyager Learning Company (“Voyager”), Vowel Acquisition Corp. (“Vowel Merger Sub”), VSS-Cambium Holdings II Corp. (“Consonant”), Consonant Acquisition Corp. (“Consonant Merger Sub”) and Vowel Representative, LLC (“Stockholders’ Representative”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement.
ContractLetter Agreement • October 30th, 2009 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
AMENDMENT NO. 3, dated as of October 29, 2009 (this “Amendment”), among CAMBIUM LEARNING, INC., a Delaware corporation and successor to VSS-Cambium Merger Corp. (“Company”), VSS-CAMBIUM HOLDINGS IV, LLC, a Delaware limited liability company and successor to VSS-Cambium Holdings, LLC (“Holdings”), TCW/CRESCENT MEZZANINE PARTNERS IV, L.P., as Administrative Agent, and the Required Note-Holders, in each case listed on the signature pages hereto, to the Note Purchase Agreement dated as of April 12, 2007 (as waived and amended by the Temporary Waiver and Amendment (“Amendment No. 1”), dated as of May 20, 2008, such Amendment No. 1 as extended by the letter agreement dated July 15, 2008 (“Letter Agreement”) and by that Permanent Waiver and Amendment No. 2, dated as of August 22, 2008, and as further amended, supplemented, amended and restated, extended or otherwise modified from time to time, the “Purchase Agreement”) among Company, Holdings, each purchaser from time to time party thereto (c
