Unassociated Document


     

    AMENDMENT
NO. 1 TO THE AMENDED AND RESTATED

    AGREEMENT
AND PLAN OF REORGANIZATION

    


    This AMENDMENT NO. 1 TO THE AMENDED AND
RESTATED AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and
entered into this 26th day of
October, 2009, by and among Camden Learning Corporation, a Delaware corporation
(“Camden”), Dlorah
Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Camden
(“Merger Sub”), and
Dlorah, Inc., a South Dakota corporation (“Company”).

    


    RECITALS

    


    WHEREAS,
Camden, Merger Sub and Company entered into that certain Agreement and Plan of
Reorganization dated August 7, 2009, as amended in its entirety by that certain
Amended and Restated Agreement and Plan of Reorganization dated August 11, 2009
(as amended, the “Merger
Agreement”), pursuant to which, among other things, Merger Sub will merge
with and into Company with Company surviving as a wholly-owned subsidiary of
Camden; and

    


    WHEREAS,
each of Camden, Merger Sub and Company wish to amend certain terms and
provisions of the Merger Agreement as set forth herein.

    


    NOW
THEREFORE, in consideration of the premises and mutual agreements and covenants
set forth herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

     

    ARTICLE
I

    Defined
Terms

    


    Section
1.1                                Capitalized
terms used and not otherwise defined herein shall have the meanings given to
such terms in the Merger Agreement.

     

    ARTICLE
II

    Amendments
to Merger Agreement

    


    Section
2.1.                                Section
1.3(a) is hereby amended and restated in its entirety to read as
follows:

     

    “At the
Effective Time, by virtue of the Merger and without any action on the part of
the Company or the holders of any securities of the Company, all of the Equity
Interests issued and outstanding immediately prior to the Effective Time (other
than Dissenting Equity Interests) shall automatically be converted into the
right to receive an aggregate of: (i) 100,000 shares of a class of stock to be
created immediately prior to the Closing, such series to be known as Class A
Common Stock, par value $0.0001 per share, of the Parent (the “Class A Stock” or the “Stock Consideration”), which
such shares shall be convertible into 15,730,000 shares of the common stock, par
value $0.0001 per share, of Parent (the “Common Stock”), as such number
may be adjusted pursuant to this Section 1.3, and (ii) 2,800,000 newly issued
common stock purchase warrants (the “Warrant Consideration”) to
purchase up to 2,800,000 shares of Common Stock at a purchase price of $5.50 per
share, and (iii) 250,000 shares of restricted Common Stock (the “Restricted Stock
Consideration”), which such shares shall not be freely tradable until
such time as the Common Stock trades at or above $8.00 per share for any sixty
(60) consecutive Trading Day period; provided, that such shares of restricted
Common Stock shall be forfeited on the fifth (5th)
anniversary of the date of issuance if such restriction has not been satisfied
by then (the Stock Consideration, the Warrant Consideration and the Restricted
Stock Consideration are referred to collectively herein as the “Merger
Consideration”).  The Merger Consideration shall be distributed
to the stockholders of the Company (individually, a “Company Stockholder” and
collectively, the “Company
Stockholders”) in accordance with the allocation set forth on Exhibit A attached
hereto.  The warrants which comprise the Warrant Consideration shall
be in the form attached hereto as Exhibit
B.

     

    
      
        
        

      

      
        - 1
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    Notwithstanding
the foregoing, and subject to potential further adjustment as described below in
Sections 1.3(b), 1.3(e) and 1.8, (x) if the Merger Consideration, following
consummation of the Merger, would be less than an aggregate of seventy four and
four-tenths percent (74.4%) of the issued and outstanding capital stock of
Parent, on an as-converted and fully diluted basis (taking into account the
cancellation of the 2,800,000 common stock warrants owned by Camden Learning,
LLC, the issuance of 575,000 shares of restricted Common Stock to Camden
Learning, LLC, and the Warrant Redemption (as defined herein)), then the number
of shares of Common Stock into which the Class A Stock is convertible shall be
increased such that the Merger Consideration equals seventy four and four-tenths
percent (74.4%) of the issued and outstanding capital stock of Parent, on an
as-converted and fully diluted basis, or (y) if the Merger Consideration,
following consummation of the Merger, equals or exceeds an aggregate of seventy
four and four-tenths percent (74.4%) of the issued and outstanding capital stock
of Parent, on an as-converted and fully diluted basis (taking into account the
cancellation of the 2,800,000 common stock warrants owned by Camden Learning,
LLC, the issuance of 575,000 shares of restricted Common Stock to Camden
Learning, LLC, and the Warrant Redemption), then there shall be no adjustment to
the number of shares of Common Stock into which the Class A Stock is
convertible.  For purposes of calculating the Merger Consideration and
the number of shares of issued and outstanding capital stock of Parent, on an
as-converted and fully diluted basis, pursuant to this paragraph, the number of
shares of Common Stock constituting the Warrant Consideration shall be 855,556
shares (based on a cashless exercise of the 2,800,000 common stock purchase
warrants using a fair market value of $7.92 per share).

     

    
      
        
        

      

      
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    Section
2.2.                                Section
3.2(a) is hereby amended to delete the following sentence in its
entirety:

     

    
      “As of
the date hereof, options to purchase 376,300 shares of Common Stock and 376,300
warrants (convertible into 376,300 shares of Common Stock), in the aggregate,
were issued and outstanding (collectively, the “Option
Securities”).”

    

     

    In
addition, the term “Option Securities” shall be deleted from the Index of
Defined Terms.

     

    Section
2.3.                                The
beginning of Section 3.2(c), which reads as follows, “Except for the Warrants
and Option Securities,” is hereby amended to read, “Except for the
Warrants,”

     

    Section
2.4.                                Section
4.6(b)(i) is hereby amended to add the following at the end of such
section:

     

    “,
including the effectuation of the transfer of any shares of Common Stock owned
by Camden Learning, LLC;”

     

    Section
2.5.                                Section
4.6(b)(x) is hereby amended and restated as follows:

     

    “other
than (1) in the ordinary course of business consistent with past practice or as
contemplated hereunder, (2) for legal, accounting, fairness opinion and other
fees to be incurred in connection with the transactions contemplated hereunder,
(3) in connection with the termination of the unit purchase option or any change
in the deferred underwriting compensation payable to Morgan Joseph & Co.
Inc., (4) in connection with the purchase of any outstanding Common Stock or
Warrants from any public stockholder or warrantholder as contemplated in the
Proxy Statement or (5) in connection with the transfer of any shares owned by
Camden Learning, LLC, terminate or waive or assign any material right under any
Parent Material Contract or enter into any contract (A) involving amounts
potentially exceeding $25,000, (B) that would be a Parent Material Contract or
(C) with a term longer than one year that cannot be terminated without payment
of a material penalty and upon notice of 60 days or less (in the event any such
contract is entered into, Parent will, within seven (7) days of execution of
same provide a fully executed copy thereof to Company);”

     

    Section
2.6.                                In
Section 5.7(a), the name “NAU Holdings, Inc.” is hereby changed to the name
“National American University Holdings, Inc.”

     

    Section
2.7.                                Section
6.3(l) is hereby amended and restated as follows:

     

    “The
2,800,000 common stock purchase warrants owned by Camden Learning, LLC shall
have been cancelled and exchanged for 575,000 shares of restricted Common Stock,
which such shares shall not be freely tradable until such time as the Common
Stock trades at or above $8.00 per share for any sixty (60) consecutive Trading
Day period; provided, that such shares of restricted Common Stock shall be
forfeited on the fifth (5th)
anniversary of the date of issuance if such restriction has not been satisfied
by then.”

     

    
      
        
        

      

      
        - 3
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    Section
2.8.                                Section
6.1(j) is hereby deleted in its entirety.

     

    ARTICLE
III

    Miscellaneous

    


    Section
3.1.                                References.  All
references in the Merger Agreement to “Agreement,” “herein,” “hereof,” or terms
of like import referring to the Agreement or any portion thereof are hereby
amended to refer to the Merger Agreement as amended by this
Amendment.

     

    Section
3.2.                           Effect of
Amendment.  Except as and to the extent expressly modified by
this Amendment, the Merger Agreement (including all schedules and exhibits
thereto) shall remain in full force and effect in all respects, and the Parties
hereby reaffirm and approve the Merger Agreement as amended by this
Amendment.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be signed and
delivered by their respective duly authorized officers as of the date first
above written.

     

    
      	 
      	
              DLORAH,
      INC.

            
	 
      	
              By:

            	      
              /s/
      Robert Buckingham

            
	 
      	 
      	
              Name:

            	
              Robert
      Buckingham

            
	 
      	 
      	
              Title:

            	
              Chairman

            


    

    


     

    
      	 
      	
              CAMDEN
      LEARNING CORPORATION

            
	 
      	
              By:

            	      
              /s/
      David L. Warnock

            
	 
      	 
      	
              Name:

            	
              David
      L. Warnock

            
	 
      	 
      	
              Title:

            	
              Chief
      Executive Officer,

              President
      and Chairman

            


    

    


     

    
      	 
      	
              DLORAH
      SUBSIDIARY, INC.

            
	 
      	
              By:

            	/s/
      David L. Warnock
	 
      	 
      	
              Name:

            	
              David
      L. Warnock

            
	 
      	 
      	
              Title:

            	
              President