REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of November, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November 29, 2007, by and between Camden Learning Corporation, a Delaware corporation having its principal place of business at 500 East Pratt Street, Suite 1200, Baltimore, MD 21202 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
UNDERWRITING AGREEMENT between CAMDEN LEARNING CORPORATION and MORGAN JOSEPH & CO. INC. Dated: November 29, 2007Underwriting Agreement • December 5th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
This Agreement is made as of November 29, 2007 by and between Camden Learning Corporation (the “Company”) whose principal office is located at 500 East Pratt Street, Suite 1200, Baltimore, Maryland 21202 and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 5th, 2007 • Camden Learning CORP • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November 29, 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”).
