JOINT FILING AGREEMENTJoint Filing Agreement • December 18th, 2007 • Camden Partners Strategic Manager, LLC • Services-educational services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is not accurate.
AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • December 18th, 2007 • Camden Partners Strategic Manager, LLC • Services-educational services • British Columbia
This Agreement And Plan Of Reorganization (this “Agreement”) dated as of December 10, 2007 by and among CIBT Education Group Inc., a corporation governed by the laws of the Province of British Columbia (“CAG”), CIBT School of Business & Technology Corp., a corporation governed by the laws of the Province of British Columbia and subsidiary of CAG (“CIBT”) and Shane Corporation S.à.r.l., a private limited liability company (société à responsabilité limitée) under the laws of the Grand-Duchy of Luxembourg (“Shane”).
CIBT EDUCATION GROUP INC. STOCKHOLDERS’ VOTING AGREEMENTStockholders’ Voting Agreement • December 18th, 2007 • Camden Partners Strategic Manager, LLC • Services-educational services • British Columbia
This Agreement dated as of December 10, 2007 is entered into by and among CIBT Education Group Inc., a corporation governed by the laws of the Province of British Columbia (the “Company”), Shane Corporation S.á.r.l., a private limited liability company (société á responsibilité limitée) under the laws of the Grand-Duchy of Luxembourg (“Shane”) and the individuals and entities listed on the signature pages hereto holding common shares or other interests in common shares of the Company (individually, a “Stockholder” and collectively, the “Stockholders”).
