REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 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”).
UNDERWRITING AGREEMENT between CAMDEN LEARNING CORPORATION and MORGAN JOSEPH & CO. INC. Dated: , 2007Underwriting Agreement • November 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:
WARRANT AGREEMENTWarrant Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of November [ ], 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”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • Delaware
WHEREAS, the Company and the Subscriber entered into a subscription agreement dated as of May 16, 2007 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
This Agreement is made as of [ ], 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 • November 27th, 2007 • Camden Learning CORP • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November [ ], 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”).
November 20, 2007 Camden Partners Holdings, LLCService Agreement • November 27th, 2007 • Camden Learning CORP • Blank checks
