SECURITIES ESCROW AGREEMENT
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”).
WHEREAS,
the Company has entered into an Underwriting Agreement, dated November
[ ], 2007 (“Underwriting Agreement”) with Xxxxxx Xxxxxx
& Co. Inc. (“Xxxxxx Xxxxxx”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other
matters, the Underwriters have agreed to purchase 6,250,000 units (not
including the underwriters’ over-allotment option) (“Units”) of the Company.
Each Unit consists of one share of the Company’s common stock, par value $.0001
per share (the “Common Stock”), and one warrant (“Warrant”), each Warrant to
purchase one share of Common Stock, all as more fully described in the Company’s
definitive Prospectus, dated November [ ], 2007
(“Prospectus”) comprising part of the Company’s Registration Statement on Form
S-1 (File No. 333-143098) under the Securities Act of 1933, as amended (the
“Registration Statement”), declared effective on November
[ ], 2007 (the
“Effective Date”).
WHEREAS,
the Initial Stockholders have agreed, as a condition of the Underwriters’
obligation to purchase the Units pursuant to the Underwriting Agreement and
to
offer them to the public, to deposit all of their shares of Common Stock, as
set
forth opposite their respective names in Exhibit A attached hereto (collectively
the “Escrow Shares”), in escrow as hereinafter provided;
WHEREAS,
the Company has entered into an Amended and Restated Subscription Agreement
with
one of the Initial Stockholders (the “Initial Warrantholder”), dated November
20, 2007 (the “Subscription Agreement”), pursuant to which the Initial
Warrantholder has agreed to purchase 2,800,000 warrants (the “Private Warrants”)
in a private placement transaction;
WHEREAS,
the Initial Warrantholder has agreed as a condition of the sale of the Private
Warrants to deposit the Private Warrants (together with the Escrow Shares,
the
“Escrow Securities”), with the Escrow Agent as hereinafter provided;
and
WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept
the
Escrow Securities, in escrow, to be held and disbursed as hereinafter
provided.
IT
IS
AGREED:
1. Appointment
of Escrow Agent.
The
Company and the Initial Stockholders hereby appoint the Escrow Agent to act
in
accordance with and subject to the terms of this Agreement and the Escrow Agent
hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.
2. Deposit
of Escrow Securities.
On or
before the Effective Date, each of the Initial Stockholders shall deliver to
the
Escrow Agent certificates representing his, her or its respective Escrow Shares,
to be held and disbursed subject to the terms and conditions of this Agreement.
Each Initial Stockholder acknowledges and agrees that the certificates
representing his or her Escrow Securities will bear a legend to reflect the
deposit of such Escrow Securities under this Agreement.
3. Disbursement
of the Escrow Securities.
3.1 The
Escrow Agent shall hold the Escrow Shares and the Escrow Warrants until the
termination of their respective Escrow Period (as defined below). In the case
of
the Escrow Shares, the “Escrow Period” shall be the period beginning on the date
the certificates representing the Shares are deposited with the Escrow Agent
and
ending on the date that is twelve (12) months following the consummation of
the
initial Business Combination (as such term is defined in the Registration
Statement). In the case of the Escrow Warrants, the “Escrow Period” shall be the
period beginning on the date the certificates representing the Warrants are
deposited with the Escrow Agent and ending on the 90th day after the date of
the
consummation of the initial Business Combination. On the termination date of
the
applicable Escrow Period, the Escrow Agent shall, upon written instructions
from
the Company or Company’s counsel, disburse each of the Initial Stockholder’s
Escrow Securities to such Initial Stockholder; provided, however, that if the
Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that
the
Company is being liquidated at any time during the Escrow Period, then the
Escrow Agent shall promptly destroy the certificates representing the Escrow
Securities; provided further, that if, after the Company consummates a Business
Combination (as such term is defined in the Registration Statement), it (or
the
surviving entity) subsequently consummates a liquidation, merger, stock exchange
or other similar transaction which results in all of its stockholders of such
entity having the right to exchange their shares of Common Stock for cash,
securities or other property, then the Escrow Agent will, upon consummation
of
such transaction, release the Escrow Securities to the Initial Stockholders
so
that they can similarly participate. The Escrow Agent shall have no further
duties hereunder after the disbursement or destruction of the Escrow Securities
in accordance with this Section 3.
3.2 Upon
written instructions from the Company advising that a Business Combination
has
been consummated and that public stockholders holding 20% or more of the shares
of Common Stock issued pursuant to the Registration Statement exercise the
right
to redeem their shares for cash as described in the Registration Statement,
the
Escrow Agent will release and deliver to the Company for cancellation on a
pro
rata basis certificates representing that number of Escrow Shares (not to exceed
195,312 in the aggregate) which results in the Initial Stockholders collectively
owning no more than 23.81% of the Company’s outstanding Common Stock immediately
prior to the consummation of the Business Combination after giving effect to
the
redemption. Such instructions shall set forth both the number of shares the
Company is redeeming and the number of Escrow Shares to be delivered to the
Company for cancellation.
4. Rights
of
Initial Stockholders in Escrow Securities.
4.1 Voting
Rights as a Stockholder.
Subject
to the terms of the Insider Letters described in Section 4.4 hereof and except
as herein provided, the Initial Stockholders shall retain all of their rights
as
stockholders of the Company during the Escrow Period, including, without
limitation, the right to vote such shares.
4.2 Dividends
and Other Distributions in Respect of the Escrow Securities.
During
the Escrow Period, all dividends payable in cash with respect to the Escrow
Securities shall be paid to the Initial Stockholders, but all dividends payable
in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
the Escrow Agent to hold in accordance with the terms hereof. As used herein,
the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.
4.3 Restrictions
on Transfer.
During
the Escrow Period, no sale, transfer or other disposition may be made of any
or
all of the Escrow Securities except (i) by gift to a member of Initial
Stockholder’s immediate family or to a trust or other entity, the beneficiary of
which is an Initial Stockholder or a member of an Initial Stockholder’s
immediate family, (ii) by virtue of the laws of descent and distribution upon
death of any Initial Stockholder, (iii) pursuant to a qualified domestic
relations order, (iv) to an entity that is an Initial Stockholder, (v) to any
person or entity controlling, controlled by, or under common control with,
an
Initial Stockholder or (vi) with respect to an Initial Stockholder who is an
individual, to an entity controlled by such Initial Stockholder; provided,
however, that such permitted transfers may be implemented only upon the
respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Initial
Stockholder transferring the Escrow Securities. During the Escrow Period, the
Initial Stockholders shall not pledge or grant a security interest in the Escrow
Securities or grant a security interest in their rights under this
Agreement.
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4.4 Insider
Letters.
Each of
the Initial Stockholders has executed a letter agreement with Xxxxxx Xxxxxx
and
the Company, dated as of the Effective Date, and which is filed as an exhibit
to
the Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Initial Stockholder in certain events, including, but not
limited to, the liquidation of the Company.
5. Concerning
the Escrow Agent.
5.1 Good
Faith Reliance.
The
Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent),
statement, instrument, report or other paper or document (not only as to its
due
execution and the validity and effectiveness of its provisions, but also as
to
the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by
the
proper person or persons. The Escrow Agent shall not be bound by any notice
or
demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper
party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall have given its prior written consent thereto.
5.2 Indemnification.
The
Escrow Agent shall be indemnified and held harmless by the Company from and
against any expenses, including counsel fees and disbursements, or loss suffered
by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of
or
relates to this Agreement, the services of the Escrow Agent hereunder, or the
Escrow Securities held by it hereunder, other than expenses or losses arising
from the gross negligence or willful misconduct of the Escrow Agent. Promptly
after the receipt by the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall notify
the other parties hereto in writing. In the event of the receipt of such notice,
the Escrow Agent, in its sole discretion, may commence an action in the nature
of interpleader in an appropriate court to determine ownership or disposition
of
the Escrow Securities or it may deposit the Escrow Securities with the clerk
of
any appropriate court or it may retain the Escrow Securities pending receipt
of
a final, non appealable order of a court having jurisdiction over all of the
parties hereto directing to whom and under what circumstances the Escrow
Securities are to be disbursed and delivered. The provisions of this Section
5.2
shall survive in the event the Escrow Agent resigns or is discharged pursuant
to
Sections 5.5 or 5.6 below.
5.3 Compensation.
The
Escrow Agent shall be entitled to reasonable compensation from the Company
for
all services rendered by it hereunder, as set forth on Exhibit B hereto.
The Escrow Agent shall also be entitled to reimbursement from the Company for
all expenses paid or incurred by it in the administration of its duties
hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
and disbursements and all taxes or other governmental charges.
3
5.4 Further
Assurances.
From
time to time on and after the date hereof, the Company and the Initial
Stockholders shall deliver or cause to be delivered to the Escrow Agent such
further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively
the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.
5.5 Resignation.
The
Escrow Agent may resign at any time and be discharged from its duties as escrow
agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided. Such resignation
shall become effective at such time that the Escrow Agent shall turn over to
a
successor escrow agent appointed by the Company and approved by Xxxxxx Xxxxxx,
the Escrow Securities held hereunder. If no new escrow agent is so appointed
within the 60 day period following the giving of such notice of resignation,
the
Escrow Agent may deposit the Escrow Securities with any court it deems
appropriate.
5.6 Discharge
of Escrow Agent.
The
Escrow Agent shall resign and be discharged from its duties as escrow agent
hereunder if so requested in writing at any time by the other parties hereto,
jointly, provided, however, that such resignation shall become effective only
upon acceptance of appointment by a successor escrow agent as provided in
Section 5.5.
5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not
be
relieved from liability hereunder for its own gross negligence or its own
willful misconduct.
6. Miscellaneous.
6.1 Governing
Law.
This
Agreement shall for all purposes be deemed to be made under and shall be
construed in accordance with the laws of the State of New York. Each of the
parties hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced
in
the courts of the State of New York or the United States District Court for
the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
6.2 Third
Party Beneficiaries.
Each of
the Initial Stockholders hereby acknowledges that the Underwriters, including,
without limitation, Xxxxxx Xxxxxx, are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of Xxxxxx Xxxxxx.
6.3 Entire
Agreement.
This
Agreement contains the entire agreement of the parties hereto with respect
to
the subject matter hereof and, except as expressly provided herein, may not
be
changed or modified except by an instrument in writing signed by the party
to
the charged.
6.4 Headings.
The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation thereof.
6.5 Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the respective
parties hereto and their legal representatives, successors and
assigns.
4
6.6 Notices.
Any
notice or other communication required or which may be given hereunder shall
be
in writing and either be delivered personally or by private national courier
service, or be mailed, certified or registered mail, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or,
if
sent by private national courier service, on the next business day after
delivery to the courier, or, if mailed, two business days after the date of
mailing, as follows:
If
to the
Company, to:
Camden
Learning Corporation
000
Xxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx,
Xxxxxxxx 00000
Attn:
Xxxxx X. Xxxxxxx, President
Fax
No.:
(000) 000-0000
If
to a
Stockholder, to his address set forth in Exhibit A.
and
if to
the Escrow Agent, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx and Xxxxx XxXxxxx
Fax
No.:
(000) 000-0000
A
copy of
any notice sent hereunder shall be sent to:
XxXxxxxxx
Will Xxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx X. Xxxxxxxxxx, Esq.
and:
Xxxxxx
Xxxxxx & Co. Inc.
000
Xxxxx
Xxxxxx, 00xx
xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxx, Managing Director
and:
Ellenoff,
Xxxxxxxx & Schole LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxxxx, Esq.
The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in
the
manner provided herein for giving notice.
5
6.7 Liquidation
of Company.
The
Company shall give the Escrow Agent written notification of the liquidation
and
dissolution of the Company in the event that the Company fails to consummate
a
Business Combination within the time period(s) specified in the
Prospectus.
6.8 Waiver.
Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives
any and all right, title, interest or claim of any kind (“Claim”) in or to any
distribution of the Trust Account, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.
6.9 Counterparts.
This
Agreement may be executed in several counterparts each one of which shall
constitute an original and may be delivered by facsimile transmission and
together shall constitute one instrument.
[remainder
of page intentionally left blank]
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WITNESS
the execution of this Agreement as of the date first above written.
CAMDEN
LEARNING CORPORATION
By:
Xxxxx
X.
Xxxxxxx, Chief Executive Officer and President
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
By:
Name:
Title:
|
INITIAL
STOCKHOLDERS:
|
|
CAMDEN
LEARNING, LLC
By:
Camden Partners Strategic III, LLC
Its:
Manager
By:
Camden Partners Strategic Manager, LLC
Its:
Managing Member
By:
Xxxxxx
X. Xxxxxx
Managing
Member
|
|
Address:500
Xxxx Xxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
|
|
|
|
Xxxxxxx
Xxxxx Crane, Ed.D
|
|
|
|
Xxxxxx
Xxxxxxx
|
|
|
|
Xxxxxxx
Jews
|
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EXHIBIT
A
|
Name
and Address of Initial Stockholder
|
Number
of Shares
|
Number of
Warrants
|
Stock
Certificate Number
|
|||||||
|
Camden
Learning, LLC
|
1,458,334
|
2,800,000
|
||||||||
|
Xxxxxxx
Xxxxx Crane, Ed.D
|
34,722
|
0
|
||||||||
|
Xxxxxx
Xxxxxxx
|
34,722
|
0
|
||||||||
|
Xxxxxxx
Jews
|
34,722
|
0
|
||||||||
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EXHIBIT
B
Escrow
Agent Fees
$1,800
annually for acting agent escrow fee.
Initial
acceptance fee and first year agent fee to be paid at closing.
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