THIRD AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 8th, 2018 • Cambium Learning Group, Inc. • Miscellaneous publishing • New York
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into and effective as of November 8, 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 (as defined in the Purchase Agreement (as defined below)) (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.
AMENDMENT TO TAX ASSET PROTECTION RIGHTS AGREEMENTTax Asset Protection Rights Agreement • November 8th, 2018 • Cambium Learning Group, Inc. • Miscellaneous publishing • Delaware
This AMENDMENT TO TAX ASSET PROTECTION RIGHTS AGREEMENT (this “Amendment”) is entered into and effective as of November 8, 2018 (the “Effective Date”), between CAMBIUM LEARNING GROUP, INC., a Delaware corporation (the “Company”), and EQUINITI TRUST COMPANY, a limited trust company organized under the laws of the State of New York and successor of interest of Wells Fargo Bank, National Association, as Rights Agent (the “Rights Agent”), amending that certain Tax Asset Protection Rights Agreement (the “Rights Agreement”), dated as of September 21, 2016, between the Company and the Rights Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Rights Agreement.
