Exhibit 10.11.8


 


SUBSCRIPTION AGREEMENT


 


                This Subscription Agreement (this “Agreement”),
effective as of January 25, 2008, is made and entered into by and between Education
Media, Inc., a Delaware corporation (the “Company”), and Joel S. Kanter (“Buyer”).


 


RECITALS:


 


                WHEREAS,
Buyer wishes to purchase from the Company 48,500 shares of the Company’s Common
Stock, par value $0.0001 per share (the “Shares”); and


 


                WHEREAS,
the Buyer wishes to purchase the Shares from the Company and the Company wishes
to sell the Shares to the Buyer on the terms and subject to the conditions set
forth in this Agreement.


 


AGREEMENT:


 


                NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I.

DEFINITIONS


 


                The terms defined in this Article I shall have for all purposes of this Agreement
the respective meanings set forth below:


 


                “Buyer”
shall have the meaning set forth in the preamble to this Agreement.


 


                “Closing”
shall have the meaning set forth in Section 2.3
of this Agreement.


 


                “Closing
Date” shall have the meaning set forth in Section 2.3 of this Agreement.


 


                “Common
Stock” shall mean the Common Stock, $0.0001 par value per share,
of the Company.


 


                “Company”
shall have the meaning set forth in the preamble to this Agreement.


 


                “Consent”
means any consent, approval, notification, waiver, or other similar action that
is necessary or convenient.


 


                “Governmental
Body” shall mean any legislature, agency, bureau, branch,
department, division, commission, court, tribunal or other similar recognized
organization or body of any federal, state, county, municipal, local or foreign
government or other similar recognized organization or body exercising similar
powers or authority.


 


                “Law”
shall mean any law (statutory, common or otherwise), constitution, ordinance,
rule, regulation, executive order or other similar authority enacted, adopted,
promulgated or applied by any Governmental Body.


 


                “Lien”
shall mean a mortgage, deed of trust, pledge, hypothecation, assignment,
encumbrance, charge, restriction, lien (statutory or otherwise, including,
without limitation, any lien for taxes), security interest, preference,
participation interest, priority or security agreement or preferential
arrangement of any kind or nature whatsoever, including, without limitation,
any conditional sale or other title retention agreement, any financing lease
having substantially the same economic effect as any of the foregoing and the
filing of any document under the law of any applicable jurisdiction to evidence
any of the foregoing, other than (i) statutory, mechanics’ or other Liens
incurred in the Company’s ordinary course of business or (ii) Liens for
taxes incurred but not yet due.


 


 

















 


                “Order”
shall mean an order, ruling, decision, award, judgment, injunction or other
similar determination or finding by, before or under the supervision of any
Governmental Body or arbitrator.


 


                “Permit”
shall mean a permit, license, certificate, waiver, notice or similar
authorization to which Buyer is a party or by which Buyer is bound or any of
its assets are subject.


 


                “Purchase
Price” shall have the meaning set forth in Section 2.2 of this Agreement.


 


                “SEC”
shall mean the United States Securities and Exchange Commission.


 


                “Securities
Act” shall mean the United States Securities Act of 1933, as
amended, or any successor federal statute, and the applicable rules and
regulations promulgated and in effect from time to time thereunder.


 


                “Shares”
shall have the meaning set forth in the recitals to this Agreement.


 


ARTICLE II

PURCHASE OF SECURITIES


 


                Section 2.1 Purchase
and Sale of Shares. Subject to the terms and conditions hereof and
in reliance upon the representations and warranties of the parties contained or
incorporated by reference herein, simultaneous with the execution hereof, the
Company shall sell and deliver to Buyer, and Buyer shall purchase from the
Company, the Shares, in consideration of the payment of the Purchase Price
noted herein.


 


                Section 2.2 Purchase
Price. As payment in full for the Shares being purchased under this
Agreement and against delivery of the certificates therefor, simultaneous with
the execution hereof, Buyer shall pay $485 to the Company by wire transfer of
immediately available funds or by such other method as may be reasonably
acceptable to the Company, (the “Purchase Price”).


 


                Section 2.3 Closing.
The closing of the purchase and sale of the Shares (the “Closing”) shall be deemed
to occur on the date of this Agreement (“Closing Date”) at the offices of Kalbian
Hagerty LLP, 888 17th Street NW, Suite 1000, Washington, DC
20006, or such other place as may be agreed upon by the parties hereto.


 


                Section 2.4 Closing
Deliveries. All actions taken at the Closing shall be deemed to have
been taken simultaneously.


 


                (a)   Buyer Deliveries. At the Closing Buyer
shall deliver to the Company the Purchase Price.


 


                (b)   Company Deliveries. At the Closing, or
within a reasonable time after the Closing but in no event later than thirty
(30) days after Closing, the Company shall place the shares in an escrow
account subject to restrictions until six (6) months after the Company
completes a business combination.


 


                Section 2.5 Further
Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional actions as any party reasonably
may deem to be practical and necessary in order to consummate the transactions
contemplated by this Agreement.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


                Buyer represents and warrants to the Company that the
statements contained in this ARTICLE III
are correct and complete as of the date of this Agreement.


 


                Section 3.1 Investment
Representations.


 


 

















 


                (a)   Buyer
is an “accredited investor” as defined in Rule 501 of Regulation D
under the Securities Act.


 


                (b)   Buyer
has received, has thoroughly read, is familiar with and understands the contents
of this Agreement.


 


                (c)   Buyer
hereby acknowledges that an investment in the Shares involves certain
significant risks. Buyer acknowledges that there is a substantial risk that it
will lose all or a portion of its investment and that it is financially capable
of bearing the risk of such investment for an indefinite period of time. Buyer
has no need for liquidity in its investment in the Shares for the foreseeable
future and is able to bear the risk of that investment for an indefinite
period. Buyer understands that there presently is no public market for the Shares
and none is anticipated to develop in the foreseeable future. Buyer’s present
financial condition is such that Buyer is under no present or contemplated
future need to dispose of any portion of the Shares subscribed for hereby to
satisfy any existing or contemplated undertaking, need or indebtedness. Buyer’s
overall commitment to investments which are not readily marketable is not
disproportionate to its net worth and the investment in the Company will not
cause such overall commitment to become excessive.


 


                (d)   Buyer
acknowledges that the Shares have not been and will not be registered under the
Securities Act, or any state securities act, and are being sold on the basis of
exemptions from registration under the Securities Act and applicable state
securities acts, except those state securities acts that require registration
of the Shares thereunder. Reliance on such exemptions, where applicable, is
predicated in part on the accuracy of the Buyer’s representations and
warranties set forth herein. Buyer acknowledges and hereby agrees that the Shares
will not be transferable under any circumstances unless Buyer either registers
the Shares in accordance with federal and state securities laws or finds and
complies with an available exemption under such laws. Accordingly, Buyer hereby
acknowledges that there can be no assurance that it will be able to liquidate
its investment in the Company.


 


                (e)   There
are substantial risk factors pertaining to an investment in the Company. Buyer
acknowledges that it has read the information set forth above regarding certain
of such risks and is familiar with the nature and scope of all such risks,
including, without limitation, risks arising from the fact that the Company is
an entity with limited operating history and financial resources; and Buyer is
fully able to bear the economic risks of such investment for an indefinite
period, and can afford a complete loss thereof.


 


                (f)    Buyer
has been given the opportunity to (i) ask questions of and receive answers
from the Company and its designated representatives concerning the terms and
conditions of the offering, the Company and the business and financial
condition of the Company and (ii) obtain any additional information that
the Company possesses or can acquire without unreasonable effort or expense
that is necessary to assist Buyer in evaluating the advisability of the
purchase of the Shares and an investment in the Company. Buyer further
represents and warrants that, prior to signing this Agreement, it has asked
such questions, received such answers and obtained such information as it has
deemed necessary or advisable to evaluate the merits and risks of the purchase
of the Shares and an investment in the Company. Buyer is not relying on any
oral representation made by any person as to the Company or its operations,
financial condition or prospects.


 


                (g)   Buyer
understands that no federal, state or other governmental authority has made any
recommendation, findings or determination relating to the merits of an
investment in the Company.


 


                (h)   Buyer
agrees that the Shares will be placed in an escrow account described below and
are subject to transfer restrictions until six months after the company
completes a business combination.


 


                (i)   Buyer
agrees to vote the initial shares in the same manner as a majority of the
public stockholders in connection with the vote required to approve the Company’s
initial business combination.


 


 

















 


                (j)   Buyer
understands and acknowledges that he will not be able to exercise conversion
rights (as described below) with respect to the initial shares.


 


                (k)   Buyer
agrees to waive his rights to participate in any liquidation distribution with
respect to the initial shares if we fail to consummate a business combination.


 


ARTICLE IV


VOTING OF SHARES


 


Buyer agrees to vote the
Shares owned by him acquired hereby in accordance with the majority of the
shares of common stock voted by the public stockholders with respect to any
business combination. Any shares acquired in this offering or in the
aftermarket by Buyer and/or his designees will be voted in favor of the
business combination. Accordingly, our existing stockholders will not be able
to exercise redemption rights for shares acquired immediately prior to this
offering (but will be able to exercise redemption rights with respect to  shares acquired in this offering or in the
aftermarket) with respect to a potential business combination.


 


ARTICLE V


REDEMPTION RIGHTS


 


Buyer understands and
acknowledges that if the Company’s initial business combination is approved and
completed, only public stockholders voting against such business combination
will be entitled to convert their stock into a pro rata share of the trust
account.  Buyer agrees to vote any shares
acquired by him, whether acquired hereby, in a subsequent offering of the
Company’s securities or the aftermarket, in favor of a business combination and
is not entitled to redemption rights with respect to any such shares if the business
combination is approved and completed.


 


ARTICLE VI


LIQUIDATION RIGHTS AND PREFERENCES


 


Buyer acknowledges and agrees that in the event the Company has not
consummated a business combination within twenty-four months from the date of the offering of
its securities, its corporate
existence will cease by operation of law and it will promptly distribute only
to its public stockholders the amount in its trust account (including any
accrued interest, after taxes payable on such interest) plus any remaining net
assets. Buyer further agrees to waive his rights to participate in any
liquidation as part of the Company’s plan of dissolution and liquidation with
respect to those shares of common stock acquired by him prior to the offering
of the Company’s securities. Buyer will participate in any liquidation
distribution with respect to any shares of common stock acquired as part of the
offering of the Company’s securities or in the aftermarket.


 


ARTICLE VII


ESCROW OF SECURITIES


 


Buyer agrees he will
place the shares owned before the offering of the Company’s securities into an
escrow account maintained by Continental Stock Transfer & Trust
Company, acting as escrow agent, on such date as the Company shall file a
registration statement on Form S-1 (“Form S-1”) with the SEC.  Subject to certain limited exceptions, such as
transfers to family members and trusts for estate planning purposes and upon
death while remaining subject to the escrow agreement, these shares will not be
transferable and will not be released from escrow until six (6) months
after consummation of a business combination, unless the Company consummates a
transaction after the consummation of the initial business combination that
results in all of its stockholders having the right to exchange their shares of
common stock for cash, securities or other property. If the Company is forced
to dissolve and liquidate, these shares will be cancelled. Additionally, on the
date on which the Form S-1 is filed with the SEC, warrants purchased by
Buyer will be placed into the escrow account maintained by Continental Stock
Transfer & Trust Company, acting as escrow agent. Subject to certain
limited exceptions, said warrants will not be transferable and will not be
released from escrow until the 90th day after the completion of the Company’s
business combination


 


 

















 


ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


                Section 8.1 Organization
and Good Standing. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware.


 


                Section 8.2 Power
and Authority; Enforceability. This Agreement constitutes the legal,
valid, and binding obligation of the Company, enforceable against the Company
in accordance with its terms. The Company has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
The Company has taken all actions necessary to authorize the execution and
delivery of this Agreement, the performance of its obligations hereunder, and
the consummation of the transactions contemplated hereby. This Agreement has
been duly authorized, executed, and delivered by, and is enforceable against,
the Company.


 


                Section 8.3 No
Violation; Necessary Approvals. Neither the execution and delivery
of this Agreement by the Company, nor the consummation or performance by the
Company of any of transactions contemplated hereby, will: (a) with or
without notice or lapse of time, constitute, create or result in a breach or
violation of, default under, loss of benefit or right under or acceleration of
performance of any obligation required under any Law, Order, Contract or Permit
to which the Company is a party or by which it is bound or any of its assets
are subject, or any provision of the Company’s organizational documents as in
effect on the Closing Date, (b) result in the imposition of any lien,
claim or encumbrance upon any assets owned by the Company; (c) require any
Consent under any Contract or organizational document to which the Company is a
party or by which it is bound; or (d) require any Permit under any Law or
Order other than (i) required filings, if any, with the SEC and (ii) notifications
or other filings with state or federal regulatory agencies after the Closing
that are necessary or convenient and do not require approval of the agency as a
condition to the validity of the transactions contemplated hereunder; or (e) trigger
any rights of first refusal, preferential purchase or similar rights with
respect to any of the Shares.


 


                Section 8.4 Authorization
of the Shares. The Shares have been duly authorized and, when issued
in accordance with this Agreement, the Shares will be duly and validly issued,
fully paid and non-assessable shares of Common Stock and will be free and clear
of all Liens and claims, other than restrictions on transfer imposed by the
Securities Act and applicable state securities laws.


 


ARTICLE IX

MISCELLANEOUS


 


                Section 9.1 Entire
Agreement. This Agreement, together with the certificates,
documents, instruments and writings that are delivered pursuant hereto,
constitutes the entire agreement and understanding of the parties hereto in
respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the
transactions contemplated hereby.


 


                Section 9.2 Successors.
All of the terms, agreements, covenants, representations, warranties, and
conditions of this Agreement are binding upon, and inure to the benefit of and
are enforceable by, the parties hereto and their respective successors.


 


                Section 9.3 Assignments.
Except as otherwise provided herein, no party hereto may assign either this
Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the other party. Any purported assignment in
violation of this Section 9.3
shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


                Section 9.4 Waiver
of Jury Trial. THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG
THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND
THAT 


 


 

















 


RELATE TO THE SUBJECT
MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO
EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A
BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN
THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND
WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING,
AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS
A WRITTEN CONSENT TO TRIAL BY A COURT.


 


                Section 9.5 Counterparts.
This Agreement may be executed in two or more counterparts, each of which will
be deemed an original but all of which together will constitute one and the
same instrument.


 


                Section 9.6 Headings.
The article and section headings contained in this Agreement are inserted for
convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


                Section 9.7 Governing
Law. This Agreement, the entire relationship of the parties hereto,
and any litigation between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by, construed in accordance with, and
interpreted pursuant to the laws of the State of Delaware, without giving
effect to its choice of laws principles.


 


                Section 9.8 Amendments.
This Agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by all parties hereto.


 


                Section 9.9 Severability.
The provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or
enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is
adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the Governmental
Body, arbitrator, or mediator making such determination will have the power to
modify the provision in a manner consistent with its objectives such that it is
enforceable, and/or to delete specific words or phrases, and in its reduced
form, such provision will then be enforceable and will be enforced.


 


                Section 9.10 Expenses.
Except as otherwise expressly provided in this Agreement, each party hereto
will bear its own costs and expenses incurred in connection with the
preparation, execution and performance of this Agreement and the consummation
of the transactions contemplated hereby, including all fees and expenses of
agents, representatives, financial advisors, legal counsel and accountants.


 


                Section 9.11 Construction.
The parties hereto have participated jointly in the negotiation and drafting of
this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof will arise favoring or disfavoring any
party hereto because of the authorship of any provision of this Agreement. Any
reference to any federal, state, local, or foreign Law will be deemed also to
refer to Law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders
will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this
Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same 


 


 

















 


subject matter
(regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


                Section 9.12 Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, may be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising because
of any prior or subsequent occurrence.


 


                IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date
first set forth above.


 


	
   

  	
  EDUCATION
  MEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: /s/ Peter A. Kirsch

  
	
   

  	
  Name: Peter A. Kirsch

  
	
   

  	
  Title: Chief Executive
  Office

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOEL S. KANTER

  
	
   

  	
   

  
	
   

  	
  /s/ Joel S. Kanter