SUBSCRIPTION AGREEMENTSubscription Agreement • July 27th, 2007 • Camden Learning CORP • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 16th day of May, 2007 for the benefit of Camden Learning Corporation, a Delaware corporation (the “Company”), having its principal place of business at 500 East Pratt Street, Suite 1200, Baltimore, MD 21202 by Camden Learning, LLC (“Subscriber”).
UNDERWRITING AGREEMENT between CAMDEN LEARNING CORPORATION and MORGAN JOSEPH & CO. INC. Dated: , 2007Underwriting Agreement • July 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:
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • July 27th, 2007 • Camden Learning CORP • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “ Agreement”) is made as of July 2, 2007 by and among Camden Learning Corporation, a Delaware corporation (the “ Company”), Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P. (collectively with Camden Partners Strategic Fund III, L.P. the “ Camden III Funds”), in connection with the Company’s proposed public offering of Units pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “ Registration Statement”).
