CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ • ], 2009 (this “Agreement”), is entered into by and among Cambium Holdings, Inc., a Delaware corporation (“Holdco”), Vowel Representative, LLC, a Delaware limited liability company, solely in its capacity as stockholders’ representative (in such capacity, the “Stockholders’ Representative”), and Wells Fargo Bank, National Association, as rights agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
AGREEMENT AND PLAN OF MERGERS by and among CAMBIUM HOLDINGS, INC., VOYAGER LEARNING COMPANY, VOWEL ACQUISITION CORP., VSS-CAMBIUM HOLDINGS II CORP., CONSONANT ACQUISITION CORP. and VOWEL REPRESENTATIVE, LLC, SOLELY IN ITS CAPACITY AS STOCKHOLDERS’...Agreement and Plan of Mergers • June 22nd, 2009 • Voyager Learning CO • Miscellaneous publishing • Delaware
THIS AGREEMENT AND PLAN OF MERGERS (this “Agreement”) is made and entered into as of the 20th day of June, 2009, by and among Cambium Holdings, Inc., a Delaware corporation (“Holdco”), 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 Holdco (“Vowel Merger Sub”), Consonant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holdco (“Consonant Merger Sub” and, together with Vowel Merger Sub, the “Merger Subsidiaries”) and Vowel Representative, LLC, a Delaware limited liability company, solely in its capacity as the Stockholders’ Representative pursuant to Article VIII of this Agreement.
