Item 1.01 Entry into a Material Definitive Agreement.

On December 11, 2012, Cambium Learning Group, Inc. (the "Company") entered into stock purchase agreements with Foxhill Opportunity Fund, L.P. ("Foxhill Domestic Fund") and Kellner Catalyst Master Fund, Ltd. ("Kellner Fund") pursuant to our previously announced $5 million share repurchase program. Neil Weiner (the "Reporting Person"), as the managing member of Foxhill Capital Partners, LLC (which is the investment manager of Foxhill Domestic Fund), the managing member of Foxhill Capital (GP), LLC (which is the general partner of Foxhill Domestic Fund), and the Chief Investment Officer of Kellner Fund, may be deemed to beneficially own the shares of Common Stock held by Foxhill Domestic Fund and previously held by Kellner Fund.

The transactions will settle December 14, 2012 with the Company purchasing 1,042,979 shares for a total cost of $1,053,409. The purchase price was set at the closing stock price on the day prior to the effective date of the stock purchase agreements. Upon repurchase these treasury shares are no longer registered under the Securities Act of 1933.

The summary above is not intended to be complete and is qualified in its entirety by reference to the complete text of the stock purchase agreements which will be filed with our forthcoming annual report on Form 10-K.

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