December 30, 2012 Uses in Term Clause

Term from Convertible Promissory Note

FOR VALUE RECEIVED, Hickok Incorporated, an Ohio corporation ("Borrower"), hereby promises to pay to the order of the Aplin Trust, its successors and assigns (herein referred to as "Holder"), with an address of 5904 Melanie Drive, Fort Worth, Texas 76131, or at such other place as the Holder may from time to time designate, the principal sum of Two Hundred Eight Thousand Three Hundred Forty Five Dollars and Fifty Cents ($208,345.50) (the "Loan"), with interest thereon at the time and in the manner set forth herein.

Term. The entire principal balance of this Note, together with all accrued interest thereon, shall be due and payable on December 30, 2012, unless (a) accelerated as set forth in Section 7, (b) the Holder, in its sole and absolute discretion, exercises its Lender Conversion Option, in whole, pursuant to Section 2.2.2 of the Loan Agreement prior to December 30, 2012, or (c) Borrower exercises its Borrower Conversion Option pursuant to Section 2.2.5 of the Loan Agreement (the "Maturity Date").

Term from Convertible Promissory Note

FOR VALUE RECEIVED, Hickok Incorporated, an Ohio corporation ("Borrower"), hereby promises to pay to the order of Roundball LLC, an Ohio limited liability company, its successors and assigns (herein referred to as "Holder"), with an address of 25101 Chagrin Boulevard, Suite 350, Beachwood, Ohio 44122, or at such other place as the Holder may from time to time designate, the principal sum of Four Hundred Sixty Six Thousand Eight Hundred Seventy Nine Dollars and Eighty Seven Cents ($466,879.87) (the "Loan"), with interest thereon at the time and in the manner set forth herein.

Term. The entire principal balance of this Note, together with all accrued interest thereon, shall be due and payable on December 30, 2012, unless (a) accelerated as set forth in Section 7, (b) the Holder, in its sole and absolute discretion, exercises its Lender Conversion Option, in whole, pursuant to Section 2.2.2 of the Loan Agreement prior to December 30, 2012, or (c) Borrower exercises its Borrower Conversion Option pursuant to Section 2.2.5 of the Loan Agreement (the "Maturity Date").

Term from Amended and Restated Management Agreement

This Amended and Restated Management Agreement (as amended the Agreement) is entered into as of May 9, 2006 by and between Houghton Mifflin Company, a Massachusetts corporation (the Company), Houghton Mifflin Holding Company, Inc., a Delaware corporation (Parent), Houghton Mifflin Holdings, Inc., a Delaware Corporation (Holdings), THL Managers V, L.L.C., a Delaware limited liability company (THL), Bain Capital Partners, LLC, a Delaware limited liability company (Bain) and Blackstone Management Partners III L.L.C., a Delaware limited liability company (Blackstone, and together with THL and Bain, the Managers).

Term. This Agreement shall continue in full force and effect until December 30, 2012; provided, however, that at any time upon agreement of two out of three of the Managers, such Managers may cause this Agreement to terminate, in which event, the Company shall pay each of THL, Bain and Blackstone (i) all unpaid Periodic Fees (pursuant to Section 2(b) above), Subsequent Fees (pursuant to Section 2(c) above) and expenses (pursuant to Section 4(a) below) due with respect to periods prior to the date of termination plus (ii) the net present value (using a discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable with respect to the period from the date of termination until December 30, 2012.