Common use of Founding Warrant Purchase Agreement Clause in Contracts

Founding Warrant Purchase Agreement. Camden Learning, LLC, a limited liability company owned by two investment limited partnerships which are indirectly controlled by and partially owned by certain of our officers and directors (the “ Sponsor”) executed and delivered an agreement, annexed as Exhibit 10.6 of the Registration Statement (the “ Subscription Agreement”), pursuant to which such persons, among other things, have purchased an aggregate of 2,500,000 warrants identical to the Warrants (the “ Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement in accordance with Regulation D under the Act occurring immediately prior to the Closing (the “ Private Placement”). The Sponsor and the Company have delivered executed copies of the Subscription Agreement and the Sponsor has delivered the purchase price on or before the Effective Date. Pursuant to the Subscription Agreement, (i) $2,500,000 of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Effective Date, and (ii) the purchasers of the Placement Warrants have waived any and all rights and claims that they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.

Founding Warrant Purchase Agreement. Camden Learning, LLC, a limited liability company owned by two investment limited partnerships which are indirectly controlled by and partially owned by certain of our the Company’s officers and directors (the “ “Sponsor”) executed and delivered an agreement, annexed as Exhibit 10.6 of the Registration Statement (the “ “Subscription Agreement”), pursuant to which such persons, among other things, have purchased an aggregate of 2,500,000 2,800,000 warrants identical to the Warrants (the “ “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement in accordance with Regulation D under the Act occurring immediately prior to the Closing (the “ “Private Placement”). The Sponsor and the Company have delivered executed copies of the Subscription Agreement and the Sponsor has delivered the purchase price on or before the Effective Date. Pursuant to the Subscription Agreement, (i) $2,500,000 2,800,000 of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Effective Date, and (ii) the purchasers of the Placement Warrants have waived any and all rights and claims that they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement. There was no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Warrants.

Founding Warrant Purchase Agreement. Camden Learning, LLC, a limited liability company owned by two investment limited partnerships which are indirectly controlled by and partially owned by certain of our officers and directors (the “ “Sponsor”) executed and delivered an agreement, annexed as Exhibit 10.6 of the Registration Statement (the “ “Subscription Agreement”), pursuant to which such persons, among other things, have purchased an aggregate of 2,500,000 warrants identical to the Warrants (the “ “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement in accordance with Regulation D under the Act occurring immediately prior to the Closing (the “ “Private Placement”). The Sponsor and the Company have delivered executed copies of the Subscription Agreement and the Sponsor has delivered the purchase price on or before the Effective Date. Pursuant to the Subscription Agreement, (i) $2,500,000 of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement prior to the Effective Date, and (ii) the purchasers of the Placement Warrants have waived any and all rights and claims that they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.

Founding Warrant Purchase Agreement. Camden Learning, LLC, a limited liability company owned by two investment limited partnerships which are indirectly controlled by Certain of the Existing Stockholders and partially owned by certain of our officers and directors (the “ Sponsor”) Company executed and delivered an agreementagreements, substantially in the form annexed as Exhibit 10.6 10.8 of the Registration Statement (the “ “Subscription Agreement”), pursuant to which such persons, among other things, have purchased an aggregate of 2,500,000 6,200,000 warrants identical to the Warrants (the “ “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement in accordance with Regulation D intended to be exempt from registration under the Act occurring immediately prior to under Section 4(2) of the Closing Act (the “ “Private Placement”). The Sponsor Existing Stockholders and the Company have delivered executed copies of the Subscription Agreement Agreements and the Sponsor has Existing Stockholders have delivered the purchase price on or before the Effective Date. Pursuant to the Subscription AgreementAgreements, (i) $2,500,000 7,000,000 of the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on or prior to the Effective Closing Date, and (ii) the purchasers of the Placement Warrants have waived any and all rights and claims that they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.