EX-10.1






STOCK PURCHASE AGREEMENT




This STOCK PURCHASE AGREEMENT, dated as of June 22, 2012 (this “Agreement”), is by and
among Cambium Learning Group, Inc., a Delaware corporation (the “Purchaser” or the
“Issuer”), and each of the persons and entities listed on Schedule I attached
hereto (collectively, the “Sellers” and each, individually, a “Seller”).



WHEREAS, the Sellers are the owners of an aggregate of 440,373 shares (the “Shares”)
of common stock, par value $0.01 per share, of the Issuer (“Common Stock”);



WHEREAS, each Seller is the owner of the number of Shares set forth opposite such Seller’s
name on Schedule I attached hereto; and



WHEREAS, the Sellers desire and are willing to sell the Shares to the Purchaser, and the
Purchaser desires and is willing to purchase the Shares from the Sellers, upon and subject to the
terms and conditions set forth in this Agreement.



NOW, THEREFORE, in consideration of the foregoing and the covenants, agreements and warranties
contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:



1. Definitions. When used herein, the following terms shall have the meanings set
forth below:



(a) “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by, or is under common
control with, such Person, and the term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through ownership of voting
securities, by contract or otherwise.



(b) “Encumbrance” means any pledge, hypothecation, assignment, lien, restriction,
charge, claim, security interest, option, preference, priority or other preferential arrangement of
any kind or nature whatsoever.



(c) “Organizational Documents” means: (a) in the case of a Person that is a
corporation, its articles or certificate of incorporation and its by-laws, regulations or similar
governing instruments required by the laws of its jurisdiction of formation or organization; (b) in
the case of a Person that is a partnership, its articles or certificate of partnership, formation
or association, and its partnership agreement (in each case, limited, limited liability, general or
otherwise); (c) in the case of a Person that is a limited liability company, its articles or
certificate of formation or organization, and its limited liability company agreement or operating
agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited,
limited, general or otherwise), limited liability company or natural person, its governing
instruments as required or contemplated by the laws of its jurisdiction of organization.



(d) “Person” means any individual, corporation, partnership, limited liability
company, firm, joint venture, association, joint-stock company, trust, unincorporated organization,
governmental body or authority or any other entity.



(e) “Transfer Restriction” means, with respect to any security or other property, any
condition to or restriction on the ability of the holder thereof to sell, assign or otherwise
transfer such security or other property or to enforce the provisions thereof or of any document
related thereto, whether set forth in such security or other property itself or in any document
related thereto or arising by operation of law, including, without limitation, such conditions or
restrictions arising under federal, state or foreign laws or under any contracts, arrangements or
agreements.



2. Sale and Purchase. The Sellers and the Purchaser will execute this agreement as of
4:05 p.m., New York City time, on the date hereof (the “Trade Date”) and close the sale and
purchase (the “Transaction”) on the Settlement Date (as defined below). The Sellers will sell the
Shares to the Purchaser, and the Purchaser will purchase the Shares from the Sellers at a purchase
price per Share equal to One Dollar and Fifteen and Eight Tenths Cents ($1.158) (the aggregate
purchase price for all the Shares is referred to herein as the “Purchase Price”).



3. Representations, Warranties and Agreements of the Sellers.



Each of the Sellers hereby represents, warrants and agrees on the date hereof and on the Trade
Date and the Settlement Date (as defined below):



(a) Such Seller has the power and capacity to enter into this Agreement and to consummate the
Transaction. The execution, delivery, and performance by each Seller of this Agreement and the
consummation by such Seller of such Seller’s obligations hereunder have been duly authorized by all
necessary action in respect thereof by the respective Seller. This Agreement has been duly and
validly executed and delivered by such Seller and constitutes the legal, valid and binding
obligation of such Seller, enforceable in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
from time to time in effect that affect creditors’ rights generally, and by legal and equitable
limitations on the availability of specific remedies. Any Person signing this Agreement on behalf
of such Seller has been duly and validly authorized and empowered to do so and has the authority to
bind such Seller and to effectuate the transactions contemplated by this Agreement.



(b) The execution, delivery and performance by such Seller of this Agreement and consummation
by such Seller of the Transaction do not and will not: (i) violate any decree or judgment of any
court or other governmental authority applicable to or binding on such Seller; (ii) violate any
provision of any federal or state statute, rule or regulation which is, to such Seller’s knowledge,
applicable to such Seller; (iii) conflict with, or result in any violation of, any provision of any
Organizational Document of such Seller; or (iv) violate or result in a default under any contract
to which such Seller or any of such Seller’s assets or properties are bound. No consent or approval
of, or filing with, any governmental authority or other Person not a party hereto is required for
the execution, delivery and performance by such Seller of this Agreement or the consummation of the
Transaction.



(c) Such Seller is the record and beneficial owner of the number of Shares set forth opposite
such Seller’s name on Schedule I attached hereto, free and clear of any Encumbrances, and
upon the transfer of such Shares to the Purchaser, the Purchaser will acquire good and marketable
title thereto, free and clear of any Encumbrances or Transfer Restrictions, other than Transfer
Restrictions arising solely under the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations of the Securities and Exchange Commission (the
“Commission”) promulgated thereunder, or under similar state securities laws (the
“Permitted Securities Law Restrictions”).



(d) No proceedings relating to the Shares are pending or, to the knowledge of such Seller,
threatened, before any court, arbitrator or administrative or governmental body or authority that
would adversely affect such Seller’s right to transfer the Shares to the Purchaser.



(e) Such Seller, by reason of, among other things, such Seller’s business and financial
experience, is capable of evaluating the merits and risks of the Transaction and of protecting such
Seller’s own interests in connection with the Transaction. Such Seller is aware of the Issuer’s
business affairs and financial condition, and has acquired sufficient information about the Issuer
to reach an informed and knowledgeable decision to sell the Shares owned by such Seller.



(f) Such Seller acknowledges that such Seller is aware and understands that the Purchaser is
the issuer of the Shares, and that the Purchaser has informed such Seller that, among other things,
the Purchaser, as the issuer of the Shares, is in possession of substantial information which may
be material and/or nonpublic (collectively, the “Issuer Information”) and which, if
publicly disclosed, could foreseeably affect the trading price of the Common Stock, including
information that may be indicative that the value of the Shares is substantially lower or higher
than the Purchase Price being paid in the Transaction, or which, if known to such Seller, could
foreseeably have impacted such Seller’s decision to sell such Seller’s Shares or to enter into this
Agreement.



(g) Notwithstanding the Purchaser’s possession of the Issuer Information, which is not being
disclosed to such Seller, such Seller wishes to enter into the Transaction at this time for such
Seller’s own business purposes. Such Seller acknowledges that the Purchaser would not enter into
the Transaction with such Seller in the absence of the protections afforded to the Purchaser by
such Seller’s representations, warranties and agreements in this Section 3 and that such
Seller is providing such representations, warranties and agreements, including the waivers
contained in this Agreement, as an inducement to the Purchaser to consummate the Transaction.



(h) Such Seller is experienced, sophisticated and knowledgeable in the trading of securities
and other instruments of private and public companies and understands the disadvantage to which
such Seller is subject on account of the disparity of the access to, and possession of, the Issuer
Information between the Purchaser and such Seller. Such Seller has conducted an independent
evaluation of the Common Stock to determine whether to engage in the Transaction and,
notwithstanding the absence of access by such Seller to the Issuer Information, such Seller is
desirous of consummating the Transaction.



(i) Such Seller hereby irrevocably waives any and all actions, causes of action, rights or
claims, whether known or unknown, contingent or matured, and whether currently existing or
hereafter arising, that such Seller may have or hereafter acquire against the Purchaser or any of
its Affiliates (collectively, the “Purchaser Released Persons” and each, individually, a
“Purchaser Released Person”) in any way, directly or indirectly, arising out of, relating
to or resulting from the Purchaser’s or such other Persons’ failure to disclose any Issuer
Information to such Seller, except for those representations and warranties of the Purchaser
expressly set forth in Section 4 of the Agreement, including, without limitation, claims it may
have or hereafter acquire under applicable federal and/or state securities laws. Such Seller also
agrees that such Seller shall not institute or maintain any cause of action, suit, complaint or
other proceeding against any Purchaser Released Person as a result of the Purchaser’s or such other
Persons’ failure to disclose any Issuer Information to such Seller, except for those
representations and warranties of the Purchaser expressly set forth in Section 4 of the Agreement.
Such Seller intends to effect, to the maximum extent permitted by law, a complete and knowing
waiver of such Seller’s rights as set forth in this Section 3(i). Each of the terms of the
waivers and releases set forth in this Section 3(i) shall survive the execution and
delivery of this Agreement and the consummation of the Transaction.



(j) Such Seller has been given the opportunity to consult with such Seller’s own counsel and
financial and other advisors with respect to this Agreement and the terms hereof and the
Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily.



(k) Neither the Purchaser nor any of its Affiliates or any of their respective
representatives are making any representations or warranties to such Seller, and such Seller is not
relying on any statements, whether oral or written, which may have been made at any time by the
Purchaser or any of its Affiliates or any of their respective representatives, except for those
representations and warranties of the Purchaser expressly set forth in Section 4 of this
Agreement.



4. Representations, Warranties and Agreements of the Purchaser.



The Purchaser hereby represents, warrants and agrees as of the date hereof and on the Trade
Date and the Settlement Date:



(a) The Purchaser has the power and capacity to enter into this Agreement and to consummate
the Transaction. This Agreement has been duly and validly executed and delivered by the Purchaser
and constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect that affect creditors’
rights generally, and by legal and equitable limitations on the availability of specific remedies.



(b) The execution, delivery and performance by the Purchaser of this Agreement and
consummation by the Purchaser of the Transaction do not and will not: (i) violate any decree or
judgment of any court or other governmental authority applicable to or binding on the Purchaser;
(ii) violate any provision of any federal or state statute, rule or regulation which is, to the
Purchaser’s knowledge, applicable to the Purchaser; (iii) conflict with, or result in any violation
of, any provision of any Organizational Document of the Purchaser; or (iv) violate or result in a
default under any material contract to which the Purchaser or any of the Purchaser’s assets or
properties are bound. No consent or approval of, or filing with, any governmental authority or
other Person not a party hereto is required for the execution, delivery and performance by the
Purchaser of this Agreement or the consummation of the Transaction.



(c) The Purchaser acknowledges that upon the Purchaser’s purchase of the Shares that each
such Share may be subject to the Permitted Securities Law Restrictions.



(d) The Purchaser is the issuer of the Shares and is capable of evaluating the merits and
risks of the Transaction and of protecting the Purchaser’s own interests in connection with the
Transaction.



(e) The Purchaser has been given the opportunity to consult with the Purchaser’s own counsel
and financial and other advisors with respect to this Agreement and the terms hereof and the
Transaction to be consummated hereunder and has delivered this Agreement freely and voluntarily.



(f) No Seller is making any representations or warranties to the Purchaser, and the Purchaser
is not relying on any statements, whether oral or written, which may have been made at any time by
any Seller, except for those representations and warranties of the Sellers expressly set forth in
Section 3 of this Agreement.



(g) The Purchaser hereby irrevocably waives any and all actions, causes of action, rights or
claims, whether known or unknown, contingent or matured, and whether currently existing or
hereafter arising, that the Purchaser may have or hereafter acquire against any Seller or any of
its Affiliates (collectively, the “Seller Released Persons” and each, individually, a
“Seller Released Person”) in any way, directly or indirectly, arising out of, relating to
or resulting from any statements, whether oral or written, which may have been made at any time by
any Seller, except for those representations and warranties of the Sellers expressly set forth in
Section 3 of the Agreement, including, without limitation, claims it may have or hereafter
acquire under applicable federal and/or state securities laws. The Purchaser also agrees that the
Purchaser shall not institute or maintain any cause of action, suit, complaint or other proceeding
against any Seller Released Person as a result of any statements, whether oral or written, which
may have been made at any time by any Seller, except for those representations and warranties of
the Sellers expressly set forth in Section 3 of the Agreement. The Purchaser intends to
effect, to the maximum extent permitted by law, a complete and knowing waiver of the Purchaser’s
rights as set forth in this Section 4(g). Each of the terms of the waivers and releases set
forth in this Section 4(g) shall survive the execution and delivery of this Agreement and
the consummation of the Transaction.



5. Conditions Precedent to Obligations of the Purchaser. The obligations of the
Purchaser are subject to the satisfaction of the following conditions precedent:



(a) The representations and warranties of the Sellers contained herein shall be true and
correct as of the Trade Date and the Settlement Date.



(b) The Sellers shall have complied with all of the Sellers’ covenants and agreements
contained herein to be performed by the Sellers on or prior to the Settlement Date.



6. Conditions Precedent to Obligations of the Sellers. The obligations of the Sellers
are subject to the satisfaction of the following conditions precedent:



(a) The representations and warranties of the Purchaser contained herein shall be true and
correct as of the Trade Date and the Settlement Date.



(b) The Purchaser shall have complied with all of the Purchaser’s covenants and agreements
contained herein to be performed by the Purchaser on or prior to the Settlement Date.



(c) The Sellers shall have received the wire transfer referred to in Section 7
hereof.



(d) Any consents necessary to consummate the sale of the Shares shall have
been received.



(e) There must not be in effect any legal requirement or any injunction or other
order that (a) prohibits the sale of the Shares by the Sellers to the Purchaser and (b) has
been adopted or issued, or has otherwise become effective.



7. Settlement.



(a) Settlement of the Transaction shall take place on June 27, 2012 (the “Settlement
Date”). On the Settlement Date, subject to Sections 5 and 6 hereof, the Sellers shall
deliver to the Purchaser the Shares against payment by the Purchaser of the Purchase Price.



(b) The Shares delivered to the Purchaser pursuant to this Agreement shall be free and clear
of all Encumbrances and Transfer Restrictions (other than the Permitted Securities Law
Restrictions). The Sellers represent that all of the Shares are held in “street name” through a
bank, broker or other nominee, and that the Sellers shall instruct such bank, broker or nominee to
transfer the Shares to the Purchaser.



(c) The Purchaser shall pay the Purchase Price among the Sellers by wire transfer of
immediately available funds in the amounts and to the bank accounts set forth opposite each such
Seller’s name on Schedule I attached hereto.



(d) The Purchaser and each of the Sellers shall, upon the reasonable request of the other,
execute and deliver all other such documents and instruments reasonably deemed necessary or
desirable by the other parties to fully effect the Transaction contemplated hereby.



8. Amendment. This Agreement shall not be amended, modified or supplemented except in
a writing signed by the Purchaser and the Sellers.



9. Notices. Any notice, request, instruction or other document to be given hereunder
by a party hereto shall be in writing and shall be deemed to have been given, (a) when received, if
given in person or by a courier or a courier service, (b) on the date of transmission, if sent by
facsimile transmission or other means of electronic transmission (provided that the sending party
retains written evidence of confirmed transmission), or (c) when actually received, if mailed by
first-class certified or registered United States mail or recognized overnight courier service,
postage-prepaid and return receipt requested, and all legal process with regard hereto shall be
validly served when served in accordance with applicable law, in the case of the Purchaser, to
Cambium Learning Group, Inc., 17855 North Dallas Parkway, Suite 400, Dallas, Texas 75287,
Attention: General Counsel and Secretary, and, in the case of a Seller, to the address of the
Seller as set forth in Schedule I attached hereto, or, in either case, at such other
address as the recipient party may designate for such party in writing by notice to the other
parties, given as herein provided.



10. Counterparts; Facsimile or Electronic Signatures. This Agreement may be executed
in two or more counterparts. Each such counterpart shall be deemed to be an original, but all of
which together shall constitute one and the same document. Executed counterparts to this Agreement
transmitted by facsimile or by electronic transmission of portable document format (PDF) files or
tagged image file format (TIF) files shall be deemed to be original signatures for all purposes.



11. GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS. The parties hereby submit to the exclusive jurisdiction of any state or federal court
sitting in New York County over any suit, action or proceeding arising out of or relating to this
Agreement and waive any claims of lack of personal jurisdiction or forum non conveniens. The
parties agree that a final judgment in any such suit, action or proceeding brought in such court
shall be conclusive and binding upon the parties and may be enforced in any other courts to whose
jurisdiction other parties are or may be subject, by suit upon such judgment.



12. Expenses. Except as otherwise expressly provided herein, each party hereto will
bear his or its own expenses in connection with the purchase and sale of the Shares contemplated
hereby.



13. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings between such parties with respect to such subject matter.



14. Severability. If any provision of this Agreement shall be held invalid, illegal
or unenforceable, the validity, legality and enforceability of the other provisions hereof shall
not be affected thereby.



15. Captions. The Section captions herein are for convenience of reference only and
are not intended to be a part of or to affect the meaning or interpretation of this Agreement.



16. Currency. All references to “dollars” or “$” in this Agreement refer to United
States dollars, which is the currency used for all purposes in this Agreement.




17. Specific Performance. Each party hereto acknowledges that it would be impossible
to determine the amount of damages that would result from a breach of any of the provisions of
this Agreement and that the remedy at law for any breach, or threatened breach, of any of such
provisions would likely be inadequate and, accordingly, each other party shall, in addition to any
other rights or remedies that it may have, be entitled to seek such equitable and injunctive
relief as may be available from any court of competent jurisdiction to compel specific performance
of, or restrain any party from violating, any of such provisions. In connection with any action or
proceeding for injunctive relief, each party hereto hereby waives the claim or defense that a
remedy at law alone is adequate and, to the maximum extent permitted by law, consents to have each
provision of this Agreement specifically enforced against such party, without the necessity of
posting bond or other security against him or it, and consents to the entry of injunctive relief
against him or it enjoining or restraining any breach or threatened breach of any provision of
this Agreement.



[Signature Page to Follow]






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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as
of the date first above written.



PURCHASER:



CAMBIUM LEARNING GROUP, INC.



By: /s/ Brad Almond       

Name: Brad Almond

Title: Senior Vice President and CFO









SELLERS:



FOXHILL OPPORTUNITY OFFSHORE FUND, LTD.



By: /s/ Ronan Guilfoyle and Tammy Seymour

Name: Ronan Guilfoyle and Tammy Seymour

Title: Directors




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Schedule I




Sellers, Number of Shares Sold & Wire Instructions




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 
	 	 	 	 	Number of Shares	 	 	 	 	 	 	 	 
	Seller Name and Address	 	 	 	Sold	 	 	 	Purchase Price	 	 	 	Wire Instructions
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name: Foxhill
Opportunity Offshore
Fund, Ltd.	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	 	 
	 	 
	 	 	440,373.00	 	 	 
	 	 
	 	 	$	 	 	 	1.158	 	 	 	 	 
	 	Bank Name and Address:
	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	








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