79 Eisenhower Parkway
Ann Arbor, MI 48106-1346
Cambium
Holdings, Inc.
VSS-Cambium Holdings III, LLC
VSS-Cambium Holdings II Corp.
c/o Veronis Suhler Stevenson LLC
350 Park Avenue
New York, New York 10022
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.
In consideration
of the mutual representations, warranties, covenants and agreements
set forth in the Merger Agreement and the other Transaction
Documents, each of the undersigned hereby acknowledges and agrees
as follows:
1. The
Company, Consonant and VSS Cambium Holdings III, LLC (the “
Stockholder ”) acknowledge that Vowel may nominate Ron
Klausner, Richard Surratt, Frederick Schwab and Neil Weiner to
serve as members of the Board of Directors of the Com
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