EDUCATION MEDIA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks • District of Columbia
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [January] , 2008, 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").
SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks • 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 Richard A. Kay (“Buyer”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT, dated as of January 25, 2008 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Windy City, Inc., a Delaware corporation (the “Purchaser”) and Education Media, Inc. (the “Company”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks
This First Amendment to Subscription Agreement (this “Agreement”), dated January 24, 2007, amends that certain Subscription Agreement (the “Subscription Agreement”) dated effective as of November 15, 2007 by and between Education Media, Inc., a Delaware corporation (the “Company”), and James V. Kimsey (“Buyer”).
STOCK AND WARRANT ESCROW AGREEMENTStock and Warrant Escrow Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks • 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").
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks
This First Amendment to Subscription Agreement (this “Agreement”), dated January 24, 2007, amends that certain Subscription Agreement (the “Subscription Agreement”) dated effective as of November 15, 2007 by and between Education Media, Inc., a Delaware corporation (the “Company”), and Peter A. Kirsch (“Buyer”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks
This First Amendment to Subscription Agreement (this “Agreement”), dated January 24, 2007, amends that certain Subscription Agreement (the “Subscription Agreement”) dated effective as of November 15, 2007 by and between Education Media, Inc., a Delaware corporation (the “Company”), and Ronald W. Johnston (“Buyer”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks
This First Amendment to Subscription Agreement (this “Agreement”), dated January 24, 2007, amends that certain Subscription Agreement (the “Subscription Agreement”) dated effective as of November 15, 2007 by and between Education Media, Inc., a Delaware corporation (the “Company”), and Daniel A. Moore (“Buyer”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks
This First Amendment to Subscription Agreement (this “Agreement”), dated January 24, 2007, amends that certain Subscription Agreement (the “Subscription Agreement”) dated effective as of November 15, 2007 by and between Education Media, Inc., a Delaware corporation (the “Company”), and Sherwood Investors, LLC, a Delaware limited liability company (“Buyer”).
FORM OF RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • January 30th, 2008 • Education Media, Inc. • Blank checks • District of Columbia
THIS RIGHT OF FIRST REFUSAL AGREEMENT (the "Agreement") is made as of January [ ], 2008 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 Advisors (as defined below), each of the Special Advisors (as defined below) and each of the Independent Directors (as defined below) of the Company.
