REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of November, 2009, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and each of H. & E. Buckingham Limited Partnership, a South Dakota limited partnership, and Robert D. Buckingham Living Trust, a South Dakota trust (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
CAMDEN LEARNING CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) between Camden Learning Corporation, a Delaware corporation (the “Company”), and H & E Buckingham Limited Partnership (the “Stockholder”) takes effect on November 23, 2009.
COMMON STOCK PURCHASE WARRANT CAMDEN LEARNING CORPORATIONNational American University Holdings, Inc. • November 30th, 2009 • Services-educational services • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, H. & E. Buckingham Limited Partnership, or its successors or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth as the issue date above (the “Initial Exercise Date”) and on or prior to the close of business on November 22, 2011, the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from National American University Holdings, Inc., a Delaware corporation (the “Company”), up to 2,166,360 shares (the “Warrant Shares”) of common stock, par value $0.001, of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment as described in this Warrant.
LOCK UP AGREEMENTLock Up Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
Notwithstanding the foregoing, the undersigned may sell, contract to sell, dispose of, or otherwise transfer for value or otherwise, the Camden Shares by (i) gift, will or intestacy, or (ii) distribution to partners, members, shareholders or beneficiaries of the undersigned; provided however, that in the case of a transfer pursuant to (i) or (ii) above, it shall be a condition to such transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Camden Shares subject to the provisions of this Lock Up Agreement.
AMENDMENT NO. 1 TO THE SECURITIES ESCROW AGREEMENTThe Securities Escrow Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • New York
This Amendment, dated as of November 23, 2009 (the “Amendment”), to the Securities Escrow Agreement, dated as of November 29, 2007 (the “Escrow Agreement”), is made by and among Camden Learning Corporation, a Delaware corporation (the “Company”), the undersigned parties (the “Initial Stockholders”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services
The parties to this First Amendment to Employment Agreement (this “Amendment”) are Dlorah, Inc., a South Dakota corporation, having its principal place of business in Rapid City, South Dakota, (acting by and through its National American University Division) hereinafter called “Employer,” and Jerry L. Gallentine, of Rapid City, South Dakota, the designated President of National American University and Dlorah, Inc., hereinafter called “President.”
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services
The parties agree that the Employer may terminate this Agreement at any time prior to the expiration of its term for cause if the Board of the Directors of the Employer determines in good faith that the Chairman has failed to perform his obligations under this Agreement. The parties agree that, for the purpose of this Article of this Agreement, failure of the Chairman to perform his obligations under this Agreement shall be limited to the Chairman’s failure or refusal to make reasonable efforts to follow the clear and reasonable directions of the Board of Directors. To invoke the provisions of this Article X of this Agreement, the parties agree that the Board of Directors of the Employer must give six (6) months written notice to the Chairman of the intention of the Board to terminate this Agreement and the reasons therefore, which reasons must be within the definition of failure to perform contained in the preceding sentence.
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November ___, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 13th day of November, 2009 by and between Camden Learning Corporation, a Delaware corporation (“Buyer” or “Camden”) and the signatory on the execution page hereof and its affiliates (collectively, “Seller”).1
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 19th day of November, 2009 by and between Camden Learning Corporation, a Delaware corporation (“Buyer” or “Camden”) and the signatory on the execution page hereof and its affiliates (collectively, “Seller”).
AMENDMENT NO. 1 TO THE WARRANT AGREEMENTThe Warrant Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • New York
This Amendment, dated as of November 23, 2009 (the “Amendment”), to the Warrant Agreement, dated as of November 29, 2007 (the “Warrant Agreement”), by and between Camden Learning Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services • South Dakota
Notwithstanding any other provision in this Agreement to the contrary, if at the time of his separation from service, the CEO is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, distributions made on account of the CEO’s separation from service may not be made before the date that is six (6) months after the CEO’s separation from service unless such payments fall under the exception from Section 409A for separation pay due to involuntary separation from service (as provided in Treas. Reg. § 1. 409A-1(b)(9)(iii)). If payments are delayed pursuant to this paragraph, distributions will commence on the first day of the seventh month following the separation from service and the first monthly distribution shall include the aggregate payments that were delayed.
AMENDMENT NO. 1 TO THE UNDERWRITING AGREEMENTThe Underwriting Agreement • November 30th, 2009 • National American University Holdings, Inc. • Services-educational services
This Amendment, dated October 26, 2009 (the "Amendment"), to the Underwriting Agreement, dated as of November 29, 2007 (the "Underwriting Agreement"), by and between Camden Learning Corporation, a Delaware corporation (the "Company"), and Morgan Joseph & Co. Inc. Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Underwriting Agreement.
