7,000,000 Shares NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2010 • National American University Holdings, Inc. • Services-educational services • Delaware
National American University Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 7,000,000 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), of which 3,500,000 shares are to be issued and sold by the Company and 3,500,000 shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 1,050,000 shares of
JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2010 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 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.
JOINDER TO REGISTRATION RIGHTS AGREEMENTJoinder Agreement • May 11th, 2010 • National American University Holdings, Inc. • Services-educational services • New York
This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 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.
