EDUCATION MEDIA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2007 • Education Media, Inc. • District of Columbia
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of November , 2007, by Education Media, Inc., a Delaware corporation (the "Company") and the undersigned parties listed under Investors on the signature page hereto (each an "Investor" and collectively, the "Investors").
EDUCATION MEDIA, INC. UNDERWRITING AGREEMENTWarrant Agreement • November 27th, 2007 • Education Media, Inc. • Maryland
The undersigned, Education Media, Inc., a Delaware corporation ("Company"), hereby confirms its agreement with Ferris, Baker Watts, Incorporated (hereinafter referred to as "you," "FBW" or the "Representative") and with the other underwriters named on Schedule 1 hereto for which FBW is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2007 • Education Media, Inc. • Delaware
This Subscription Agreement (this "Agreement"), effective as of November 15, 2007, is made and entered into by and between Education Media, Inc., a Delaware corporation (the "Company"), and Sherwood Investors, LLC, a Delaware limited liability company ("Buyer").
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Education Media, Inc. • November 27th, 2007 • Maryland
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY EDUCATION MEDIA, INC. ("COMPANY") OF A SHARE CAPITAL EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE OPERATING BUSINESSES ("BUSINESS COMBINATION") (AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) OR, , 2009. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, , 2013.
INSERT NAME/LTRHEAD] , 2007Letter Agreement • November 27th, 2007 • Education Media, Inc.
This letter agreement (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Education Media, Inc., a Delaware corporation (the "Company"), and Ferris, Baker Watts, Incorporated, a Delaware corporation, as representative of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of 11,500,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (the "SEC"). Certain capitalized terms used herein are defined in Section 11.
WARRANT AGREEMENTWarrant Agreement • November 27th, 2007 • Education Media, Inc. • New York
This Warrant Agreement (this "Agreement") is made as of , 2008, by and between Education Media, Inc., a Delaware corporation having its principal place of business at 1700 Pennsylvania Ave NW, Suite 900, Washington, DC 20007 ("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").
EDUCATION MEDIA, INC. INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2007 • Education Media, Inc. • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (the "Agreement") is made as of , 2008, by and between Education Media, Inc., a Delaware corporation (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
INSERT NAME/LTRHEAD] , 2007Letter Agreement • November 27th, 2007 • Education Media, Inc. • New York
This letter agreement (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Education Media, Inc., a Delaware corporation (the "Company"), and Ferris, Baker Watts, Incorporated, a Delaware corporation, as representative of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of 11,500,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (the "SEC"). Certain capitalized terms used herein are defined in Section 12.
FORM OF RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 27th, 2007 • Education Media, Inc. • District of Columbia
THIS RIGHT OF FIRST REFUSAL AGREEMENT (the "Agreement") is made as of November 15, 2007 by and among Education Media, Inc. (the "Company"), Hendricks Investment Holdings, LLC, Longstreet Partners, LLC and Sherwood Investors LLC, (collectively, the "Associated Entities"), James V. Kimsey, Peter A. Kirsch, Daniel E. Moore, Ronald W. Johnston, (the "Associated Persons"), each of the Special Advisors (as defined below) and each of the Independent Directors (as defined below) of the Company.
EDUCATION MEDIA, INC. 1700 Pennsylvania Avenue, NW, Suite 900 Washington, DC 20006Education Media, Inc. • November 27th, 2007
This letter will confirm our agreement that commencing on , 2007, Ranger Aviation II, LLC shall make available to Education Media, Inc. certain office space situated at 1700 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20006 and general administrative services as may be required by Education Media, Inc. In exchange therefor, Education Media, Inc. shall pay Ranger Aviation II, LLC the sum of $10,000.00 per month. Education Media, Inc. will pay Ranger Aviation II, LLC the monthly fee of $10,000.00 on the last day of each month from and including the month in which the initial public offering is completed to and including the earlier of the month in which (i) Education Media, Inc.'s initial business combination is consummated and (ii) Education Media, Inc. is liquidated.
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 27th, 2007 • Education Media, Inc. • Delaware
THIS PURCHASER WARRANTS PURCHASE AGREEMENT, dated as of , 2008 (as it may from time to time be amended and including all exhibits referenced herein, this "Agreement"), is entered into by and between (the "Purchaser") and Education Media, Inc. (the "Company").
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 27th, 2007 • Education Media, Inc. • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2007 (the "Agreement") by and among Education Media, Inc., 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").
