ESCROW AGREEMENTEscrow Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • New York
This ESCROW AGREEMENT (this “Agreement”), dated as of [ • ], 2009, is by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 161 North Concord Exchange, St. Paul, Minnesota (“Wells Fargo”), as escrow agent (the “Escrow Agent”), Vowel Representative, LLC, a Delaware limited liability company, solely in its capacity as stockholders’ representative (in such capacity, the “Stockholders’ Representative”), Cambium Holdings, Inc., a Delaware corporation (“Holdco”), Voyager Learning Company, a Delaware corporation (“Vowel”), and Richard Surratt, an individual residing at [•](“Surratt”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of [ • ], 2009, by and among Cambium Holdings, Inc., a Delaware corporation (the “Company”), VSS-Cambium Holdings III, LLC, a Delaware limited liability company, (the “Stockholder”) and Vowel Representative, LLC, a Delaware limited liability company (the “Stockholders’ Representative”), solely in its capacity as the Stockholders’ Representative pursuant to ARTICLE VIII of the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
This Voting and Support Agreement (“Agreement”) is made and entered into as of June 20, 2009, by and between Voyager Learning Company, a Delaware corporation (the “Company”), and VSS-Cambium Holdings III, LLC, a Delaware limited liability company (“Holdings III”). Certain capitalized terms used in this Agreement are defined in Section 7 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
This Voting and Support Agreement (“Agreement”) is made and entered into as of June 20, 2009, by and among Cambium Holdings, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Voyager Learning Company, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
