STOCKHOLDERS AGREEMENT

Exhibit 10.5

STOCKHOLDERS AGREEMENT

          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).

RECITALS

           WHEREAS , the Company, Voyager Learning Company, VSS-Cambium Holdings II Corp., a Delaware corporation (“ Consonant ”), Vowel Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Vowel Merger Sub ”), Consonant Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Consonant Merger Sub ”) and the Stockholders’ Representative, have entered into an 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 ”), pursuant to which, among other things, immediately prior to the execution of this Agreement, Vowel Merger Sub merged with and into Vowel (the “ Vowel Merger ”), with Vowel surviving the Vowel Merger as a wholly-owned subsidiary of the Company, and Consonant Merger Sub merged with and into Consonant (the “ Consonant Merger ”), with Consonant surviving the Consonant Merger as a wholly-owned subsidiary of the Company;

           WHEREAS , pursuant to the terms of the Merger Agreement, the Stockholder, being the former sole stockholder of Consonant, has received shares of common stock of the Company, $0.001 par value per share (the “ Common Stock ”), as well as certain other consideration described in the Merger Agreement, in consideration of its common stock of Consonant;

           WHEREAS , the Stockholder is currently the beneficial owner of [ • ] of shares of Common Stock;

           WHEREAS , the Stockholder and the Company believe it to be in the best interests of the Stockholder and of the Company to insure continuity of harmonious management of the Company and its subsidiaries, and the good performance thereof, by providing for certain preemptive rights and subscription rights and by addressing certain matters relating to the governance of the Company; and

           WHEREAS , the Stockholder and the Company hereby agree that this Agreement shall govern certain matters as set forth in this Agreement.

           NOW, THEREFORE , in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Stockholder do hereby agree as follows:

     1.  Definitions . For purposes of this Agreement:

          1.1. “ Affiliate ” has the meaning given to it in Rule 144(a)(1) of the Securities Act of 1933, as amended.

          1.2. “ Audit Committee ” means the Audit Committee of the Company’s Board of Directors.

          1.3. “ Audit Committee Independent Director ” means a director who is (i) independent as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules; (ii) meets the criteria for independence set forth under Rule 10A-3(b) of the Exchange Act; (iii) has not participated in the preparation of the financial statements of the Company or any of its subsidiaries during the past three years; and (iv) is able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement.

          1.4. “ Board ” has the meaning assigned thereto in Section 2.1(a) .

          1.5. “ Business Day ” means a day, other than a Saturday or Sunday, or other day on which banks in the State of New York are closed or authorized by law to close.

          1.6. “ By-laws ” means the by-laws of the Company.

          1.7. “ Capital Stock ” means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Stockholder, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by a Stockholder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.

          1.8. “ Common Stock ” has the meaning assigned thereto in the recitals to this Agreement.

          1.9. “ Company Securities ” has the meaning assigned thereto in Section 3.1 .

          1.10. “ Contingent Value Right Agreement ” means that certain Contingent Value Right Agreement, dated as of [ • ], 2009, by and among the Stockholders’ Representative, the Company and Wells Fargo, N.A., as Rights Agent.

          1.11. “ DGCL ” means the General Corporation Law of the State of Delaware.

          1.12. “ Effective Time ” has the meaning assigned thereto in the Merger Agreement.

          1.13. “ Escrow Agreement ” means that certain Escrow Agreement, dated as of [ • ], 2009, by and among Voyager Learning Company, the Stockholders’ Representative, the Company and Wells Fargo, N.A., as Escrow Agent.

          1.14. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          1.15. “ Exempt Issuances ” has the meaning assigned thereto in Section 3.2(a) .

          1.16. “ Independent Director ” means a director who is independent as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

          1.17. “ Merger Agreement ” has the meaning assigned thereto in the recitals to this Agreement.

          1.18. “ New Issuance ” has the meaning assigned thereto in Section 3.1 .

          1.19. “ Offer Notice ” has the meaning assigned thereto in Section 3.1 .

          1.20. “ Ownership Percentage ” means the quotient of (1) the number of votes which may be cast by a VSS Stockholder as of the date of the Offer Notice based upon the number of shares of Voting Stock owned by such VSS Stockholder on the date of the Offer Notice divided by (2) the total number of votes which may be cast by the holders of all outstanding shares of Voting Stock as of the date of the Offer Notice.

          1.21. “ Permitted Assignee ” has the meaning assigned thereto in Section 3.1 .

          1.22. “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

          1.23. “ Preferred Stock ” means shares of the Company’s preferred stock, par value $0.001 per share, as may be issued from time to time.

          1.24. “ Purchasing Stockholder ” has the meaning assigned thereto in Section 3.2(a) .

          1.25. “ Restated Certificate ” means the Amended and Restated Certificate of Incorporation of the Company.

          1.26. “ Shares ” means and includes any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock or Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

          1.27. “ Subscription Notice ” has the meaning assigned thereto in Section 4.2 .

          1.28. “ Subscription Period ” has the meaning assigned thereto in Section 4.1 .

          1.29. “ Subscription Price Per Share ” has the meaning assigned thereto in Section 4.1 .

          1.30. “ Subscription Shares ” has the meaning assigned thereto in Section 4.2 .

          1.31. Voting Stock ” means shares of Common Stock and any Company Securities which vote on an as-converted basis with the Common Stock.

          1.32. “ Vowel Class II Designees ” has the meaning assigned thereto in Section 2.1(d) .

          1.33. “Vowel Class III Designees” has the meaning assigned thereto in Section 2.1(d).

          1.34. “ VSS ” means Veronis Suhler Stevenson LLC.

          1.35. “ VSS Fund(s) ” means the Stockholder and/or one or more other funds or entities owned, controlled or managed by VSS.

          1.32. “ VSS Stockholder ” has the meaning assigned thereto in Section 3.1 .

     2.  Voting Provisions Regarding Board of Directors and Organizational Documents .

          2.1. Size and Composition of Board .

               (a) The Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board of Directors of the Company (the “ Board ”) shall, until the third anniversary of the Effective Time (as that term is defined in the Merger Agreement), be set and remain at nine (9) directors.

               (b) Pursuant to the terms of the Restated Certificate, the Company maintains a staggered board with the classes and other terms set forth in the Restated Certificate and By-laws. Specifically, among other things, the Restated Certificate provides that the Board shall be divided into three classes, as nearly equal in number as possible, designated as Class I, Class II and Class III. The Stockholder hereby acknowledges that the duly elected directors of the Company as of the date hereof are the persons set forth on Exhibit A attached hereto and that each such person serves in the class described on Exhibit A .

          2.2. Removal and Replacement of Board Members .

               (a) The Stockholder agrees that except as required by Law or rule of any national securities exchange or self regulatory organization (based on advice of legal counsel), and until the earlier to occur of (the “ Expiration Date ”): (i) the written consent of the Stockholders’ Representative (which consent may be granted or withheld in its sole and absolute discretion), (ii) the full distribution by the Escrow Agent (as defined in the Escrow Agreement)

of all of the CVR Escrow Funds (as defined in the Escrow Agreement) in accordance with the terms of the Escrow Agreement, (iii) the second anniversary of the Effective Time with respect to the Vowel Class II Designees listed below or the third anniversary of the Effective Time with respect to the Vowel Class III Designees listed below or (iv) the VSS Funds collectively ceasing to beneficially own (as determined in accordance with Rule 13d-3 of the Exchange Act) at least ten percent (10%) of the issued and outstanding shares of Common Stock, the Stockholder shall not vote, act by written consent or take any other action to remove or disqualify any of (i) the Vowel Class II Designees, or (ii) the Vowel Class III Designees, in each case other than for cause as determined in accordance with Section 141 of the DGCL. The Stockholder agrees to execute any written consents and take any other actions reasonably required to perform the obligations of this Agreement. The Expiration Date, as applicable to the Vowel Class II Designees is referred to herein as the “ Class II Expiration Date ”; and the Expiration Date, as applicable to the Vowel Class III Designees is referred to herein as the “ Class III Expiration Date ”.

               (b) “ Vowel Class II Designees ” shall initially mean the following two (2) individuals: [ • ] and [ • ]. “ Vowel Class III Designees ” shall initially mean the following two (2) individuals: [ • ] and [ • ]. The Vowel Class II Designees and the Vowel Class III Designees are referred to collectively herein as the “ Vowel Designees ”. If, at any time prior to the applicable Expiration Date, any Vowel Designee resigns, is removed for cause as contemplated in Section 2.2(a) , or a vacancy otherwise occurs with respect to the board seat occupied by such Vowel Designee, then the Stockholder or the Company shall provide prompt written notice to the Stockholders’ Representative of such vacancy and the Stockholders’ Representative may nominate a replacement director to serve in the same Class as the departing director, subject to the approval of the Stockholder (which approval shall not be unreasonably withheld, conditioned or delayed) (each, a “ Vowel Replacement Designee ”). The Stockholder shall vote, act by written consent and take any other action that is necessary or appropriate to cause the election of the Vowel Replacement Designee to the Board whereupon the Vowel Replacement Designee shall become a Vowel Class II Designee or a Vowel Class III Designee, as applicable, in accordance with this Agreement.

               (c) Notwithstanding the foregoing, at least two (2) of the Vowel Designees (including any Vowel Replacement Designee) and at least one (1) of the directors nominated by the Stockholder shall be an Audit Committee Independent Director.

          2.3. Amendment of Restated Certificate and Bylaws . The Stockholder agrees that, until the third anniversary of the Effective Time, except as required by Law or any rule of any national securities exchange or self regulatory organization (based on advice of legal counsel), for so long as the VSS Funds collectively beneficially own (as determined in accordance with Rule 13d-3 of the Exchange Act) at least ten percent (10%) of the issued and outstanding shares of Common Stock, (i)