REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November [ ], 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: , 2007Underwriting Agreement • November 27th, 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 • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
This Agreement is made as of [ ], 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.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November [ ], 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”).
November 20, 2007 Camden Partners Holdings, LLCCamden Learning CORP • November 27th, 2007 • Blank checks
