REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of November, 2009, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and each of H. & E. Buckingham Limited Partnership, a South Dakota limited partnership, and Robert D. Buckingham Living Trust, a South Dakota trust (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November 29, 2007, by and between Camden Learning Corporation, a Delaware corporation having its principal place of business at 500 East Pratt Street, Suite 1200, Baltimore, MD 21202 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
UNDERWRITING AGREEMENT between CAMDEN LEARNING CORPORATION and MORGAN JOSEPH & CO. INC. Dated: November 29, 2007Underwriting Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
The undersigned, Camden Learning Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • Delaware
WHEREAS, the Company and the Subscriber entered into a subscription agreement dated as of May 16, 2007 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
This Agreement is made as of November 29, 2007 by and between Camden Learning Corporation (the “Company”) whose principal office is located at 500 East Pratt Street, Suite 1200, Baltimore, Maryland 21202 and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
7,000,000 Shares NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2010 • National American University Holdings, Inc. • Services-educational services • Delaware
STIFEL, NICOLAUS & COMPANY, INCORPORATED WILLIAM BLAIR & COMPANY, L.L.C. SIGNAL HILL CAPITAL GROUP LLC As Representatives of the several Underwriters
7,000,000 Shares NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2010 • National American University Holdings, Inc. • Services-educational services • Delaware
National American University Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 7,000,000 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), of which 3,500,000 shares are to be issued and sold by the Company and 3,500,000 shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,050,000 shares of
CAMDEN LEARNING CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) between Camden Learning Corporation, a Delaware corporation (the “Company”), and H & E Buckingham Limited Partnership (the “Stockholder”) takes effect on November 23, 2009.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November 29, 2007 (the “Agreement”) by and among Camden Learning Corporation, a Delaware corporation (the “Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
UNDERWRITING AGREEMENT between CAMDEN LEARNING CORPORATION and MORGAN JOSEPH & CO. INC. Dated: , 2007Underwriting Agreement • August 17th, 2007 • Camden Learning CORP • Blank checks • New York
The undersigned, Camden Learning Corporation, a Delaware corporation (“ Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“ Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “ Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other underwriters being collectively called the “ Underwriters” or, individually, an “ Underwriter”) as follows:
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services
This Restricted Stock Award Agreement (this “Agreement”) is made effective as of March 19, 2010 by and between National American University Holdings, Inc., a Delaware Corporation (the “Company”), and Dr. Ronald Shape, an employee of the Company (the “Grantee”). The Restricted Stock Award represents a transfer of shares of common stock of the Company, $0.0001 par value (“Common Stock”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 30th, 2011 • National American University Holdings, Inc. • Services-educational services • South Dakota
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 1, 2011 (the “Effective Date”), by and between Dlorah, Inc., a South Dakota corporation and a wholly-owned subsidiary of National American University Holdings, Inc. (the “Company”), and Dr. Ronald Shape (“Executive”).
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.
COMMON STOCK PURCHASE WARRANT CAMDEN LEARNING CORPORATIONNational American University Holdings, Inc. • November 30th, 2009 • Services-educational services • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, H. & E. Buckingham Limited Partnership, or its successors or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth as the issue date above (the “Initial Exercise Date”) and on or prior to the close of business on November 22, 2011, the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from National American University Holdings, Inc., a Delaware corporation (the “Company”), up to 2,166,360 shares (the “Warrant Shares”) of common stock, par value $0.001, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment as described in this Warrant.
LOCK UP AGREEMENTLock Up Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
Notwithstanding the foregoing, the undersigned may sell, contract to sell, dispose of, or otherwise transfer for value or otherwise, the Camden Shares by (i) gift, will or intestacy, or (ii) distribution to partners, members, shareholders or beneficiaries of the undersigned; provided however, that in the case of a transfer pursuant to (i) or (ii) above, it shall be a condition to such transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Camden Shares subject to the provisions of this Lock Up Agreement.
May 16, 2007 Camden Learning, LLCCamden Learning CORP • May 18th, 2007
TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASE AGREEMENTTermination of Employment Agreement And • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • South Dakota
This Termination of Employment Agreement and Release Agreement (the “Agreement”) is entered into between Robert Buckingham (“Executive”) and Dlorah, Inc. (“Dlorah”) (collectively referred to herein as the “Parties”).
AMENDMENT NO. 1 TO THE SECURITIES ESCROW AGREEMENTThe Securities Escrow Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • New York
This Amendment, dated as of November 23, 2009 (the “Amendment”), to the Securities Escrow Agreement, dated as of November 29, 2007 (the “Escrow Agreement”), is made by and among Camden Learning Corporation, a Delaware corporation (the “Company”), the undersigned parties (the “Initial Stockholders”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • July 27th, 2007 • Camden Learning CORP • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “ Agreement”) is made as of July 2, 2007 by and among Camden Learning Corporation, a Delaware corporation (the “ Company”), Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. (collectively with Camden Partners Strategic Fund III, L.P. the “ Camden III Funds”), in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “ Registration Statement”).
November 20, 2007 Camden Partners Holdings, LLCCamden Learning CORP • November 27th, 2007 • Blank checks
RESTRICTED STOCK AWARD AGREEMENT UNDER THE NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. 2009 STOCK OPTION AND COMPENSATION PLANRestricted Stock Award Agreement • January 12th, 2010 • National American University Holdings, Inc. • Services-educational services • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made as of the Grant Date by and between National American University Holdings, Inc., a Delaware Corporation (the “Company”), and the Grantee.
JOINDER TO REGISTRATION RIGHTS AGREEMENTJoinder Agreement • May 11th, 2010 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services
The parties to this First Amendment to Employment Agreement (this “Amendment”) are Dlorah, Inc., a South Dakota corporation, having its principal place of business in Rapid City, South Dakota, (acting by and through its National American University Division) hereinafter called “Employer,” and Jerry L. Gallentine, of Rapid City, South Dakota, the designated President of National American University and Dlorah, Inc., hereinafter called “President.”
CONTRACT FOR DEEDLease Agreement • April 3rd, 2013 • National American University Holdings, Inc. • Services-educational services • South Dakota
The parties to this agreement are Dlorah, Inc., a South Dakota corporation of Rapid City, South Dakota, hereinafter referred to as “Seller” and Sharaf 3 Properties, LLC, a South Dakota Limited Liability Company, hereinafter referred to as “Buyer.”
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 18th, 2009 • Camden Learning CORP • Services-educational services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this ___ day of November, 2009 by and between Camden Learning Corporation, a Delaware corporation (“Buyer” or “Camden”) and the signatory on the execution page hereof and its affiliates (collectively, “Seller”).1
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services
The parties agree that the Employer may terminate this Agreement at any time prior to the expiration of its term for cause if the Board of the Directors of the Employer determines in good faith that the Chairman has failed to perform his obligations under this Agreement. The parties agree that, for the purpose of this Article of this Agreement, failure of the Chairman to perform his obligations under this Agreement shall be limited to the Chairman’s failure or refusal to make reasonable efforts to follow the clear and reasonable directions of the Board of Directors. To invoke the provisions of this Article X of this Agreement, the parties agree that the Board of Directors of the Employer must give six (6) months written notice to the Chairman of the intention of the Board to terminate this Agreement and the reasons therefore, which reasons must be within the definition of failure to perform contained in the preceding sentence.
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November ___, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 13th day of November, 2009 by and between Camden Learning Corporation, a Delaware corporation (“Buyer” or “Camden”) and the signatory on the execution page hereof and its affiliates (collectively, “Seller”).1
TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASE AGREEMENTTermination of Employment Agreement and Release Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • South Dakota
This Termination of Employment Agreement and Release Agreement (the “Agreement”) is entered into between Robert Buckingham (“Executive”) and Dlorah, Inc. (“Dlorah”) (collectively referred to herein as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2012 • National American University Holdings, Inc. • Services-educational services • South Dakota
13D EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2009 • National American University Holdings, Inc. • Services-educational services
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CAMDEN LEARNING CORPORATION, DLORAH SUBSIDIARY, INC. AND DLORAH, INC. Dated as of August 11, 2009Registration Rights Agreement • August 11th, 2009 • Camden Learning CORP • Blank checks • Delaware
This Amended and Restated Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of August 11, 2009 by and among Dlorah, Inc., a South Dakota corporation (the “Company”), Camden Learning Corporation, a Delaware corporation (“Parent”), and Dlorah Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and amends and restates in its entirety that certain Agreement and Plan of Reorganization dated as of August 7, 2009 by and among the Company, Parent and Merger Sub. Parent, Merger Sub and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
CHIEF EXECUTIVE OFFICER COMPENSATION PLANNational American University Holdings, Inc. • May 6th, 2011 • Services-educational services
This compensation plan is provided pursuant to Section 3.2 of that certain Executive Employment Agreement (“Employment Agreement”) between Dlorah, Inc., a South Dakota corporation (the “Company”) and a wholly owned subsidiary of National American University Holdings, Inc. (“NAUH”), and Dr. Ronald Shape (“Executive”), dated effective as of June 1, 2010.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • July 5th, 2007 • Camden Learning CORP • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of July 2, 2007 by and among Camden Learning Corporation, a Delaware corporation (the “ Company”), Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. (collectively with Camden Partners Strategic Fund III, L.P. the “Camden III Funds”), in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
