Unassociated Document


    EXHIBIT
      10.6

    


    SUBSCRIPTION
      AGREEMENT


    


    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of this 16th day of May, 2007 for the
      benefit of Camden Learning Corporation, a Delaware corporation (the “Company”),
      having its principal place of business at 500 East Pratt Street, Suite 1200,
      Baltimore, MD 21202 by Camden Learning, LLC (“Subscriber”).

    


    WHEREAS,
      the Company desires to sell on a private placement basis (the “Offering”) an
      aggregate of 2,500,000 warrants (the “Warrants”) of the Company for a purchase
      price of $1.00 per Warrant. Each Warrant is exercisable to purchase one share
      of
      Common Stock at an exercise price of $6.00 per share during the period
      commencing on the later of: (i) one year from the date of the prospectus
      relating to the Company’s IPO (as defined below) and (ii) the completion of a
      Business Combination (as defined in Section 5 below) and expiring on the fourth
      anniversary of the date of the prospectus relating to the Company’s IPO (as
      defined below);

    


    WHEREAS,
      Subscriber wishes to purchase the Warrants and the Company wishes to accept
      such
      subscription. 

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants hereinafter
      set forth and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Company and Subscriber hereby agree as
      follows

    


    1.
 
      Agreement
      to Subscribe

    


    1.1. Purchase
      and Issuance of the Warrants.
      Upon
      the terms and subject to the conditions of this Agreement, Subscriber hereby
      agrees to purchase from the Company, and the Company hereby agrees to sell
      to
      the Subscriber, on the Closing Date, the Warrants for an aggregate purchase
      price of $2,500,000 (the “Purchase Price”).

    


    1.2. Delivery
      of the Purchase Price.
      Upon
      execution of this Agreement, the undersigned is hereby bound to fulfill its
      obligations hereunder and hereby irrevocably commits to deliver into a trust
      account at a financial institution to be chosen by the Company, maintained
      by
      Continental Stock Transfer & Trust Company, acting as Trustee, on the date
      of Closing (as hereinafter defined), the Purchase Price in immediately available
      funds by certified bank check, wire transfer or such other form of payment
      as
      shall be acceptable to the Trustee, in its sole and absolute discretion, at
      the
      Closing.

    


    1.3. Closing.
      The
      closing (the “Closing”) of the Offering, shall take place at the offices of the
      Company, prior to the effective date of the registration statement pursuant
      to
      which the Company proposes to register its initial public offering (the “IPO”)
      of 4,500,000 units of Common Stock and Warrants (the “Closing
      Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.
 
      Representations
      and Warranties of the Subscriber

    


    Subscriber
      represents and warrants to the Company that:

    


    2.1. No
      Government Recommendation or Approval.
      Subscriber understands that no United States federal or state agency has passed
      upon or made any recommendation or endorsement of the Company or the Offering
      of
      the Warrants or the Common Stock underlying the Warrants (the “Warrant Shares”
and, collectively with the Warrants, the “Securities”).

    


    2.2. Regulation
      D Offering.
      Subscriber represents that it is an “accredited investor” as such term is
      defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
      amended (the “Securities Act”) and acknowledges the sale contemplated hereby is
      being made in reliance on a private placement exemption to “Accredited
      Investors” within the meaning of Section 501(a) of Regulation D under the
      Securities Act or similar exemptions under state law; and, accordingly, such
      securities will be “restricted securities” within the meaning of Rule 144(a)(3)
      under the Securities Act, and therefore may not be offered, pledged or sold
      by
      it, directly or indirectly, in the United States without registration under
      United States federal and state securities laws and Subscriber understands
      the
      certificates representing the such securities will contain a legend in respect
      of such restrictions.

    


    2.3. Intent.
      Subscriber is purchasing the Warrants solely for investment purposes, for the
      Subscriber’s own account and not for the account or benefit of any U.S. Person,
      and not with a view towards the distribution thereof and Subscriber has no
      present arrangement to sell the Securities to or through any person or entity.
      Subscriber shall not engage in hedging transactions with regard to the Warrants
      and the underlying securities unless in compliance with the Securities
      Act.

    


    2.4. Restrictions
      on Transfer.
      Subscriber understands the Warrants are being offered in a transaction not
      involving a public offering in the United States within the meaning of the
      Securities Act. The Securities have not been registered under the Securities
      Act, and, if in the future the Subscriber decides to offer, resell, pledge
      or
      otherwise transfer the Securities, such Securities may be offered, resold,
      pledged or otherwise transferred only (A) pursuant to an effective registration
      statement filed under the Securities Act, (B) pursuant to an exemption from
      registration under Rule 144 promulgated under the Securities Act, if available,
      or (C) pursuant to any other exemption from the registration requirements of
      the
      Securities Act, and in each case in accordance with any applicable securities
      laws of any state or any other jurisdiction. Subscriber agrees that if any
      transfer of its Securities or any interest therein is proposed to be made,
      as a
      condition precedent to any such transfer, Subscriber may be required to deliver
      to the Company an opinion of counsel satisfactory to the Company. Absent
      registration or another exemption from registration, the Subscriber agrees
      that
      it will not resell the Securities. Subscriber further understands and
      acknowledges the Securities and Exchange Commission (the “SEC”) has taken the
      position the Subscriber would be considered a promoter under the Securities
      Act
      and that promoters or affiliates of a blank check company and their transferees,
      both before and after a business combination, would act as “underwriters” under
      the Securities Act when reselling the securities of that blank check company.
      Accordingly, Rule 144 promulgated under the Securities Act will not be available
      to the Subscriber for the resale of the Securities despite technical compliance
      with the requirements of Rule 144, in which event the resale transactions would
      need to be made through a registered offering. 

     

    
      
        
        

      

      
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    2.5. Sophisticated
      Investor.

    


    (i)
         Subscriber is sophisticated in financial matters and is able to
      evaluate the risks and benefits of the investment in the
      Securities.

    


    (ii)
         Subscriber is aware that an investment in the Warrants is highly
      speculative and subject to substantial risks because, among other things, none
      of the Securities have been registered under the Securities Act and therefore
      cannot be sold unless subsequently registered under the Securities Act or an
      exemption from such registration is available. Subscriber is able to bear the
      economic risk of its investment in the Securities for an indefinite period
      of
      time. Notwithstanding the foregoing, Subscriber further understands and
      acknowledges the SEC has taken the position that the Subscriber is considered
      a
      promoter under the Securities Act and that promoters or affiliates of a blank
      check company and their transferees, both before and after a Business
      Combination, would act as an “underwriter” under the Securities Act when
      reselling the securities of that blank check company. Accordingly, Rule 144
      promulgated under the Securities Act would not be available for the resale
      of
      the Securities despite technical compliance with the requirements of Rule 144,
      in which event the resale transactions would need to be made through a
      registered offering.

    


    2.6.
        Independent
      Investigation.
      Subscriber, in making the decision to purchase the Warrants, has relied upon
      an
      independent investigation of the Company and has not relied upon any information
      or representations made by any third parties or upon any oral or written
      representations or assurances from the Company, its officers, directors or
      employees or any other representatives or agents of the Company, other than
      as
      set forth in this Agreement. Subscriber is familiar with the business,
      operations and financial condition of the Company and has had an opportunity
      to
      ask questions of, and receive answers from, the Company’s officers and directors
      concerning the Company and the terms and conditions of the offering of the
      Warrants and has had full access to such other information concerning the
      Company as the Subscriber has requested. Subscriber confirms that all documents
      that it has requested have been made available and that the Subscriber has
      been
      supplied with all of the additional information concerning this investment
      which
      Subscriber has requested.

    


    2.7. Authority.
      This
      Agreement has been validly authorized, executed and delivered by Subscriber
      and
      is a valid and binding agreement enforceable in accordance with its terms,
      subject to the general principles of equity and to bankruptcy or other laws
      affecting the enforcement of creditors’ rights generally. The execution,
      delivery and performance of this Agreement by Subscriber does not and will
      not
      conflict with, violate or cause a breach of any agreement, contract or
      instrument to which Subscriber is a party.

    


    2.8. No
      Legal Advice from Company.
      Subscriber acknowledges it has had the opportunity to review this Agreement
      and
      the transactions contemplated by this Agreement and the other agreements entered
      into between the parties hereto with the Subscriber’s own legal counsel and
      investment and tax advisors. Except for any statements or representations of
      the
      Company made in this Agreement and the other agreements entered into between
      the
      parties hereto, Subscriber is relying solely on such counsel and advisors and
      not on any statements or representations of the Company or any of its
      representatives or agents for legal, tax or investment advice with respect
      to
      this investment, the transactions contemplated by this Agreement or the
      securities laws of any jurisdiction.

     

    
      
        
        

      

      
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    2.9.
        Reliance
      on Representations and Warranties.
      Subscriber understands the Warrants are being offered and sold to Subscriber
      in
      reliance on exemptions from the registration requirements under the Securities
      Act, and analogous provisions in the laws and regulations of various states,
      and
      that the Company is relying upon the truth and accuracy of the representations,
      warranties, agreements, acknowledgments and understandings of the Subscriber
      set
      forth in this Agreement in order to determine the applicability of such
      provisions.  

    


    2.10. No
      Advertisements.
      The
      undersigned is not subscribing for the Warrants as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting.

    


    2.11. Legend.
      Subscriber acknowledges and agrees the certificates evidencing the Warrants
      and
      the Warrant Shares shall bear a restrictive legend (the “Legend”), in form and
      substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge
      or transfer of the securities, except (i) pursuant to an effective registration
      statement covering these securities under the Securities Act or (ii) pursuant
      to
      any other exemptions from the registration requirements under the Securities
      Act
      and such laws which, in the opinion of counsel for this Company, is
      available.

     

    3.  
      Representations
      and Warranties of the Company

    


    The
      Company represents and warrants to Subscriber that:

    


    3.1. Valid
      Issuance of Capital Stock.
      The
      total number of shares of all classes of capital stock which the Company has
      authority to issue is 20,000,000 shares of Common Stock and 1,000,000 shares
      of
      Preferred Stock. As of the date hereof, the Company has 1,125,000 shares of
      Common Stock and no shares of Preferred Stock issued and outstanding. All of
      the
      issued shares of capital stock of the Company have been duly authorized, validly
      issued, and are fully paid and non-assessable.

    


    3.2.
      Organization
      and Qualification.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the state of Delaware and has the requisite corporate power to
      own
      its properties and assets and to carry on its business as now being
      conducted.

    


    3.3. Authorization;
      Enforcement.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Warrants and the
      underlying securities in accordance with the terms hereof, (ii) the execution,
      delivery and performance of this Agreement by the Company and the consummation
      by it of the transactions contemplated hereby have been duly authorized by
      all
      necessary corporate action, and no further consent or authorization of the
      Company or its Board of Directors or stockholders is required, and (iii) this
      Agreement constitutes valid and binding obligations of the Company enforceable
      against the Company in accordance with its terms, except as such enforceability
      may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
      moratorium, reorganization, or similar laws relating to, or affecting generally
      the enforcement of, creditors’ rights and remedies or by equitable principles of
      general application and except as enforcement of rights to indemnity and
      contribution may be limited by federal and state securities laws or principles
      of public policy.

     

    
      
        
        

      

      
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    3.4. No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Company of the transactions contemplated hereby do not (i) result in a
      violation of the Company’s Certificate of Incorporation or Bylaws or (ii)
      conflict with, or constitute a default under any agreement, indenture or
      instrument to which the Company is a party. Other than any SEC or state
      securities filings which may be required to be made by the Company subsequent
      to
      the Closing, and any registration statement which may be filed pursuant thereto,
      the Company is not required under federal, state or local law, rule or
      regulation to obtain any consent, authorization or order of, or make any filing
      or registration with, any court or governmental agency or self-regulatory entity
      in order for it to perform any of its obligations under this Agreement or issue
      the Common Stock in accordance with the terms hereof.

    


    4. 
       Legends

    


    4.1. Legend.
      The
      Company will issue the Warrants, and when issued, the Warrant Shares, purchased
      by the Subscriber in the name of the Subscriber. The Securities will bear the
      following Legend and appropriate “stop transfer” instructions:

    


    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION
      OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
      CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY
      NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
      TERM
      OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT).”

      

    4.2. Subscriber’s
      Compliance.
      Nothing
      in this Section 4 shall affect in any way the Subscribers’ obligations and
      agreements to comply with all applicable securities laws upon resale of the
      Securities.

     

    
      
        
        

      

      
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    4.3. Company’s
      Refusal to Register Transfer of the Securities.
      The
      Company shall refuse to register any transfer of the Securities, if in the
      sole
      judgment of the Company such purported transfer would not be made (i) pursuant
      to an effective registration statement filed under the Securities Act, or (ii)
      pursuant to an available exemption from the registration requirements of the
      Securities Act.

    


    5. 
       Escrow.
      Upon
      consummation of the IPO, the holders of the Warrants shall enter into a
      securities escrow agreement (the “Escrow Agreement”) with Continental Stock
      Transfer & Trust Company, whereby the Warrants shall be held in escrow until
      the earlier of (i) the 90th
      day
      following consummation of a Business Combination (as defined therein) or (ii)
      liquidation of the Company. 

     

    6. 
       Securities
      Laws Restrictions.

     

    In
      addition to the restrictions contained in the Escrow Agreement, subscriber
      agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all
      or
      any part of the Securities unless, prior thereto (a) a registration statement
      on
      the appropriate form under the Securities Act and applicable state securities
      laws with respect to the Securities proposed to be transferred shall then be
      effective or (b) the Company shall have received an opinion from counsel
      reasonably satisfactory to the Company, that such registration is not required
      because such transaction complies with the Securities Act and the rules
      promulgated by the Securities and Exchange Commission thereunder and with all
      applicable state securities laws. 

    


    7.  
      Waiver
      of Liquidation Distributions.

    


    In
      connection with the Securities purchased pursuant to this Agreement, and with
      respect to any Common Stock purchased by Subscriber prior to the private
      placement, Subscriber hereby waives any and all right, title, interest or claim
      of any kind in or to any liquidating distributions by the Company in the event
      of a liquidation of the Company upon the Company’s failure to timely complete a
      Business Combination. For purposes of clarity, in the event Subscriber purchases
      shares of Common Stock in the IPO or in the aftermarket, any additional shares
      so purchased shall be eligible to receive any liquidating distributions by
      the
      Company. In no event will a Subscriber have the right to exercise any Warrants
      prior to the later of: (i) one year from the date of the prospectus relating
      to
      the Company’s IPO and (ii) the consummation of a Business
      Combination.

    


    8. 
       Forfeiture
      of Warrants.

     

    8.1. Failure
      to Consummate Business Combination.
      The
      Warrants shall be forfeited to the Company in the event that the Company does
      not consummate a Business Combination within 24 months from the consummation
      of
      the IPO.

    


    8.2. Termination
      of Rights as holder; Escrow.
      If the
      Warrants are forfeited in accordance with this Section 8, then after such time
      the Subscriber (or successor in interest), shall no longer have any rights
      as a
      holder of such Warrants, and the Company shall take such action as is
      appropriate to cancel such Warrants. To effectuate the foregoing, all
      certificates representing the Warrants shall be held in escrow as provided
      in
      Section 5 hereof. In addition, Subscriber hereby irrevocably grants the Company
      a limited power of attorney for the purpose of effectuating the
      foregoing.

     

    
      
        
        

      

      
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    9. 
       Rescission
      Right Waiver and Indemnification.
      

     

    9.1.
       Subscriber
      understands and acknowledges an exemption from the registration requirements
      of
      the Securities Act requires there be no general solicitation of purchasers
      of
      the Warrants. In this regard, if the IPO were deemed to be a general
      solicitation with respect to the Warrants, the offer and sale of such Warrants
      may not be exempt from registration and, if not, the Subscriber may have a
      right
      to rescind its purchase of the Warrants. In order to facilitate the completion
      of the Offering and in order to protect the Company, its stockholders and the
      trust account from claims that may adversely affect the Company or the interests
      of its stockholders, Subscriber hereby agrees to waive, to the maximum extent
      permitted by applicable law, any claims, right to sue or rights in law or
      arbitration, as the case may be, to seek rescission of its purchase of the
      Warrants. Subscriber acknowledges and agrees this waiver is being made in order
      to induce the Company to sell the Warrants to the Subscriber. Subscriber agrees
      the foregoing waiver of rescission rights shall apply to any and all known
      or
      unknown actions, causes of action, suits, claims or proceedings (collectively,
      “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
      whether compensatory, consequential or exemplary, and expenses in connection
      therewith, including reasonable attorneys’ and expert witness fees and
      disbursements and all other expenses reasonably incurred in investigating,
      preparing or defending against any Claims, whether pending or threatened, in
      connection with any present or future actual or asserted right to rescind the
      purchase of the Warrants hereunder or relating to the purchase of the Warrants
      and the transactions contemplated hereby. 

     

    9.2. Subscriber
      agrees not to seek recourse against the trust account for any reason whatsoever
      in connection with its purchase of the Warrants or any Claim that may arise
      now
      or in the future. 

     

    9.3. Subscriber
      acknowledges and agrees the stockholders of the Company and Morgan Joseph &
Co. Inc. are and shall be third-party beneficiaries of the foregoing provisions
      of this Agreement. 

     

    9.4.
       Subscriber
      agrees that to the extent any waiver of rights under this Section 9 is
      ineffective as a matter of law, Subscriber has offered such waiver for the
      benefit of the Company as an equitable right that shall survive any statutory
      disqualification or bar that applies to a legal right. Subscriber acknowledges
      the receipt and sufficiency of consideration received from the Company hereunder
      in this regard.

    


    10. 
       Terms
      of the Warrant

    


    The
      Warrants are substantially identical to the warrants included in the units
      offered in the IPO, except: (i) they are not being registered in the
      Registration Statement; (ii) they are not transferable until the consummation
      of
      a Business Combination; (iii) they are not redeemable so long as they are held
      by the initial holder thereof (or any of their permitted transferees) and (iv)
      they may be exercised on a “cashless” basis if held by the initial holder
      thereof or its permitted assigns. The Warrant Shares will be granted certain
      registration rights. In no event will the Company be required to net cash settle
      the Warrant exercise.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    11. 
       Voting
      of Shares.

    


    Subscriber
      agrees to vote the shares of Common Stock owned by him immediately before this
      private placement in accordance with the majority of the shares of Common Stock
      voted by the public stockholders. Subscriber further agrees to vote the Common
      Stock acquired in the IPO or the aftermarket in favor of a Business Combination
      that the Company negotiates and presents for approval to the Company’s
      stockholders.

    


    12.  
      Governing
      Law; Jurisdiction;
      Waiver
      of Jury Trial

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware for agreements made and to be wholly performed within such
      state. The parties hereto hereby waive any right to a jury trial in connection
      with any litigation pursuant to this Agreement and the transactions contemplated
      hereby.

    


    13. 
       Assignment;
      Entire Agreement; Amendment

    


    13.1. Assignment.
      Neither
      this Agreement nor any rights hereunder may be assigned by any party to any
      other person other than by Subscriber to a person agreeing to be bound by the
      terms hereof.

    


    13.2. Entire
      Agreement.
      This
      Subscription Agreement sets forth the entire agreement and understanding between
      the parties as to the subject matter thereof and merges and supersedes all
      prior
      discussions, agreements and understandings of any and every nature among
      them.

     

    13.3. Amendment.
      Except
      as expressly provided in this Agreement, neither this Agreement nor any term
      hereof may be amended, waived, discharged or terminated other than by a written
      instrument signed by the party against whom enforcement of any such amendment,
      waiver, discharge or termination is sought.

    


    13.4.
        Binding
      upon Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and permitted
      assigns.

    


    14.
        Notices;
      Indemnity

    


    14.1
        Notices.
      Unless
      otherwise provided herein, any notice or other communication to a party
      hereunder shall be sufficiently given if in writing and personally delivered
      or
      sent by facsimile or other electronic transmission with copy sent in another
      manner herein provided or sent by courier (which for all purposes of this
      Agreement shall include Federal Express or other recognized overnight courier)
      or mailed to said party by certified mail, return receipt requested, at its
      address provided for herein or such other address as either may designate for
      itself in such notice to the other. Communications shall be deemed to have
      been
      received when delivered personally, on the scheduled arrival date when sent
      by
      next day or 2-day courier service, or if sent by facsimile upon receipt of
      confirmation of transmittal or, if sent by mail, then three days after deposit
      in the mail. If given by electronic transmission, such notice shall be deemed
      to
      be delivered (a) if by electronic mail, when directed to an electronic mail
      address at which the stockholder has consented to receive notice; (b) if by
      a
      posting on an electronic network together with separate notice to the
      stockholder of such specific posting, upon the later of (1) such posting and
      (2)
      the giving of such separate notice; and (c) if by any other form of electronic
      transmission, when directed to the stockholder.

     

    
      
        
        

      

      
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    14.2
        Indemnification.
      Each
      party shall indemnify the other against any loss, cost or damages (including
      reasonable attorney’s fees and expenses) incurred as a result of such party’s
      breach of any representation, warranty, covenant or agreement in this
      Agreement.

    


    15.
        Counterparts

    


    This
      Agreement may be executed in one or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.

    


    16.
        Survival;
      Severability

    


    16.1. Survival.
      The
      representations, warranties, covenants and agreements of the parties hereto
      shall survive the Closing.

    


    16.2. Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided that
      no
      such severability shall be effective if it materially changes the economic
      benefit of this Agreement to any party.

    


    17. 
       Headings.

    


    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    
      
        
        

      

      
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    This
      subscription is accepted by the Company on the [     ] day of [     ],
      2007.

     

     

    
      
        	 	 	 
	 	
                Camden
                  Learning, LLC

                 

                
                  By:
                    Camden Partners Strategic III, LLC

                  
                    Its:
                      Manager

                  

                

              
	 	 	 
	 
 	 
 	
                By:
                  Camden Partners Strategic Manager, LLC

                
                  Its:
                    Managing Member

                

              
	 	 	 
	
              	By:  	
                /s/
                  Donald W. Hughes

              
	 	
                

                Donald
                  W. Hughes

              
	 	
                Managing
                  Member

              


      

    

     

    
      
        
        

      

      
        10