Exhibit 10.12.5


 


PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANT PURCHASE AGREEMENT, dated as of January 25, 2008 (as it may from
time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered
into by and between Jonathan Silver (the “Purchaser”) and Education Media, Inc.
(the “Company”).


 


The Company intends to
consummate a public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s common stock, par value
$0.0001 per share (a “Share”),
and one warrant to purchase one Share at an exercise price of $7.50 per Share.
The Purchaser has agreed to purchase an aggregate of 100,000 warrants (the “Purchaser Warrants”)
at a price of $1.00 per warrant, each Purchaser Warrant entitling the holder to
purchase one Share at an exercise price of $7.50 per Share.


 


NOW THEREFORE, in
consideration of the mutual promises contained in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be
bound, agree as follows:


 


AGREEMENT


 


Section 1. 
Authorization, Purchase and Sale; Terms of the Purchaser Warrants.


 


A.  Authorization
of the Purchaser Warrants. 
The Company has duly authorized the issuance and sale of the Purchaser
Warrants to the Purchaser.


 


B.  Purchase
and Sale of the Purchaser Warrants. 
Immediately prior to the consummation of the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Closing
Date”), the Company shall issue and sell to the Purchaser, and
the Purchaser shall purchase from the Company, the Purchaser Warrant for an
aggregate purchase price of $100,000.00 (the “Purchase Price”), which shall be paid by
wire transfer of immediately available funds to the Company in accordance with
the Company’s wiring instructions. On the Closing Date, upon the payment by the
Purchaser of the Purchase Price by wire transfer of immediately available funds
to the Company, the Company shall deliver a certificate evidencing the
Purchaser Warrants duly registered in the Purchaser’s name to the Purchaser.


 


C.  Terms of
the Purchaser Warrants.


 


(i)            Each Purchaser Warrant shall have
the terms set forth in a Warrant Agreement to be entered into by the Company in
connection with the Public Offering.


 


(ii)           Registration Rights: At the time of
the closing of the Public Offering, the Company and the Purchaser shall enter
into a registration rights agreement (the “Registration Rights Agreement”) pursuant to
which the Company will grant certain registration rights to the Purchaser
relating to the Purchaser Warrants and the Shares underlying the Purchaser
Warrants.


 


Section 2. 
Representations and Warranties of the Company.


 


As a material inducement to
the Purchaser to enter into this Agreement and purchase the Purchaser Warrants,
the Company hereby represents and warrants to the Purchaser (which
representations and warranties shall survive the Closing Date) that:


 


A.  Organization
and Corporate Power.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in
every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial


 

















 


condition, operating results or assets of the
Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the
Warrant Agreement.


 


B.  Authorization;
No Breach.


 


(i)            The execution, delivery and
performance of this Agreement and the Purchaser Warrants have been duly
authorized by the Company as of the Closing Date. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with
its terms. Upon issuance in accordance with, and payment pursuant to, the terms
of the Warrant Agreement and this Agreement, the Purchaser Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms as of the Closing Date.


 


(ii)           The execution and delivery by the
Company of this Agreement and the Purchaser Warrants, the issuance and sale of
the Purchaser Warrants, the issuance of the Shares of common stock upon
exercise of the Purchaser Warrants and the fulfillment of and compliance with
the respective terms hereof and thereof by the Company, do not and will not as
of the Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result
in the creation of any lien, security interest, charge or encumbrance upon the
Company’s capital stock or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Certificate of Incorporation of the Company or
the bylaws of the Company, or any material law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


C.  Title to
Securities.  Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Shares issuable upon exercise of the Purchaser Warrants will be
duly and validly issued, fully paid and nonassessable. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Purchaser will have good title to the Purchaser Warrants and the
Shares issuable upon exercise of such Purchaser Warrants, free and clear of all
liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D.  Governmental
Consents.  No permit, consent,
approval or authorization of, or declaration to or filing with, any
governmental authority is required in connection with the execution, delivery
and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section 3. 
Representations and Warranties of the Purchaser.


 


As a material inducement to
the Company to enter into this Agreement and issue and sell the Purchaser
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the
Company (which representations and warranties shall survive the Closing Date)
that:


 


A.  Organization
and Requisite Authority.  The
Purchaser is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Purchaser
possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


B.  Authorization;
No Breach.


 


(i)            This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether
considered in a proceeding in equity or law).


 

















 


(ii)           The execution and delivery by the
Purchaser of this Agreement and the fulfillment of and compliance with the
terms hereof by the Purchaser does not and shall not as of the Closing Date
conflict with or result in a breach of the terms, conditions or provisions of
the organizational documents of the Purchaser or any other agreement,
instrument, order, judgment or decree to which the Purchaser is subject.


 


C.  Investment
Representations.


 


(i)            The Purchaser is acquiring the
Purchaser Warrants and, upon exercise of the Purchaser Warrants, the Shares
issuable upon such exercise (collectively, the “Securities”) for its own account, for
investment purposes only and not with a view towards, or for resale in
connection with, any public sale or distribution thereof.


 


(ii)           The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of
Regulation D.


 


(iii)          The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and
state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and
warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire
such Securities.


 


(iv)          The Purchaser did not decide to enter
into this Agreement as a result of any general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities
Act of 1933, as amended (the “Securities Act”).


 


(v)           The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities which have been
requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The
Purchaser understands that its investment in the Securities involves a high
degree of risk and it has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect
to the acquisition of the Securities.


 


(vi)          The Purchaser understands that no
United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the
Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits
of the offering of the Securities.


 


(vii)         The Purchaser understands that: (a) the
Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set
forth in the Registration Rights Agreement, neither the Company nor any other
person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder. In this regard, the Purchaser understands that the
Securities and Exchange Commission has taken the position that promoters or
affiliates of a blank check company and their transferees, both before and after
a Business Combination, are deemed to be “underwriters” under the Securities
Act when reselling the securities of a blank check company. Based on that
position, Rule 144 adopted pursuant to the Securities Act would not be
available for resale transactions of the Securities despite technical
compliance with the requirements of such Rule, and the Securities can be resold
only through a registered offering or in reliance upon another exemption from
the registration requirements of the Securities Act.


 


(viii)        The Purchaser has such knowledge and
experience in financial and business matters, knows of the high degree of risk
associated with investments in the securities of companies in the development


 

















 


stage such as the Company, is capable of
evaluating the merits and risks of an investment in the Securities and is able
to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has
adequate means of providing for it or his/her current financial needs and
contingencies and will have no current or anticipated future needs for
liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its or his investment in the Securities.


 


Section 4. 
Conditions of the Purchaser’s Obligations.


 


The obligation of the
Purchaser to purchase and pay for the Purchaser Warrants is subject to the
fulfillment, on or before the Closing Date, of each of the following
conditions:


 


A.  Representations
and Warranties.  The
representations and warranties of the Company contained in Section 2 shall
be true and correct at and as of the Closing Date as though then made.


 


B.  Performance.  The Company shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before the
Closing Date.


 


C.  No
Injunction.  No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or
governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which
prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


Section 5. 
Conditions of the Company’s Obligations.


 


The obligations of the
Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the Closing Date, of each of the following conditions:


 


A.  Representations
and Warranties.  The
representations and warranties of the Purchaser contained in Section 3
shall be true and correct at and as of the Closing Date as though then made.


 


B.  Performance.  The Purchaser shall have performed and
complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Purchaser
on or before the Closing Date.


 


C.  Corporate
Consents.  The Company shall
have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the
issuance and sale of the Purchaser Warrants hereunder.


 


D.  No
Injunction.  No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or
governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which
prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


Section 6. 
Termination.


 


This Agreement may be
terminated at any time after April 10, 2008 upon the mutual written
consent of the Company and the Purchaser if the closing of the Public Offering
does not occur prior to such date.


 

















 


Section 7. 
Survival of Representations and Warranties.


 


All of the representations
and warranties contained herein shall survive the Closing Date.


 


Section 8. 
Definitions.


 


Terms used but not otherwise
defined in this Agreement shall have the meaning assigned to such terms in the
Registration Statement.


 


Section 9. 
Transfer and Redemption Restrictions.


 


A.  In addition to the transfer restrictions set
forth in Section 3, the Purchaser agrees that it shall not sell or
transfer the Purchaser Warrants or any underlying Shares until the expiration
of 90 days from the date on which the Company consummates its initial
Business Combination, meeting the requirements to be set forth in a
Registration Statement on Form S-1, File No.333-147645, and prospectus
declared effective by the Securities and Exchange Commission, relating to the
Public Offering (the “Registration
Statement”) and acknowledges that the certificates for the
Purchaser Warrants and the Shares to be issued upon exercise of the Purchaser
Warrants shall contain a legend, indicating, among other things, such
restriction on transferability. Notwithstanding the foregoing, the Purchaser
may transfer the Purchaser Warrants or any underlying shares: (i) to the
Company’s officers or directors, any affiliates or family members of any of the
Company’s officers or directors or any affiliates of the Purchaser; (ii) by
virtue of the laws of the state of Delaware or the Purchaser’s limited
partnership agreement upon dissolution of the Purchaser; (iii) in the
event of the Company’s liquidation prior to its completion of a Business
Combination; or (iv) the consummation of a liquidation, merger, stock
exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property subsequent to the Company’s consummation of
a Business Combination (the “Permitted Transferes”). The Permitted Transferees will
be subject to the same transfer restrictions set forth in this Section 9A.
For purposes of this Agreement, the term “Business Combination” means a business
combination with one or more target businesses that have an aggregate fair
market value of at least 80% of the initial amount held in the Trust Account
(excluding the amount held in the Trust Account representing the underwriters’
deferred commission) and the term “Trust Account” means the trust account into
which a portion of the net proceeds of the Company’s Public Offering (as
described in the Registration Statement) will be deposited. The Purchaser
Warrants are (i) not subject to redemption, (ii) may be exercised on
a “cashless” basis if held by a Company officer, director or advisory board
member or their permitted assigns and (iii) may not be sold, assigned or
transferred prior to the 90th day following the consummation of a
business combination. The holder of the Purchaser Warrants will not have any
rights to any liquidation distributions with respect to the shares underlying
such insider warrants in the event we fail to consummate a business
combination, in which event the insider warrants will expire worthless. No
commissions, fees or other compensation will be payable in connection herewith.


 


B.  Each of the Company and the Purchaser hereby
acknowledges and agrees that, notwithstanding a call for redemption of the
Purchaser Warrants by the Company in accordance with the terms of the Warrant
Agreement, no Purchaser Warrants held by the Purchaser or any of its Permitted
Transferees at the time of such call for redemption shall be redeemable by the
Company.


 


Section 10. 
Miscellaneous.


 


A.  Successors
and Assigns.  Except as otherwise
expressly provided herein, all covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors of the parties hereto whether so
expressed or not. Notwithstanding the foregoing or anything to the contrary
herein, the parties may not assign this Agreement, other than assignments by
the Purchaser to affiliates thereof.


 


B.  Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


 

















 


C.  Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more
than one party, but all such counterparts taken together shall constitute one
and the same agreement.


 


D.  Descriptive
Headings; Interpretation.  The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a substantive part of this Agreement. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.


 


E.  Governing
Law.  This Agreement shall be
deemed to be a contract made under the laws of the State of Delaware and for
all purposes shall be construed in accordance with the internal laws of the
State of Delaware.


 


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


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement.


 


	
   

  	
  EDUCATION MEDIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Peter Kirsch

  	
   

  
	
   

  	
  Name: Peter Kirsch

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  JONATHAN SILVER

  
	
   

  	
   

  
	
   

  	
  /s/  Jonathan Silver