Unassociated Document


    EXHIBIT
10.9

     

    CAMDEN
LEARNING CORPORATION

     

    RESTRICTED
STOCK AGREEMENT

     

    THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”) between Camden
Learning Corporation, a Delaware corporation (the “Company”), and H & E
Buckingham Limited Partnership (the “Stockholder”) takes effect on
November 23, 2009.

     

    Reference
herein is made to that certain Amended and Restated Agreement and Plan of
Reorganization, by and among the Company, Dlorah Subsidiary, Inc. and Dlorah,
Inc., dated August 11, 2009, as amended October 26, 2009 (the “Merger
Agreement”).  Capitalized terms not explicitly defined in this
Agreement but defined in the Merger Agreement shall have the same meanings as
set forth with respect to such terms in the Merger Agreement.

     

    RECITALS

     

    
      	
              A.

            	
              In
      connection with the transactions contemplated by the Merger Agreement,
      Stockholder received 193,425 shares of the Company’s common stock, $0.0001
      par value (the “Shares”).

            


    

     

     

    
      	
              B.

            	
              The
      Stockholder and the Company have agreed to certain restrictions with
      respect to the ownership and transferability of the Shares, in accordance
      with the terms and conditions of this
Agreement.

            


    

     

    AGREEMENT

     

    In
consideration of the above recitals and the promises set forth in this
Agreement, the parties agree as follows:

     

    1.           Restriction.  Stockholder
shall be prohibited from selling, assigning, transferring, pledging, encumbering
or otherwise disposing of the Shares, and the Shares shall be subject to
forfeiture, until such time as the Company’s common stock shall have traded at
or above $8.00 per share for any sixty (60) consecutive Trading Day period
occurring prior to November 23, 2014 (the “Restriction”).  In
the event such trading price threshold is achieved, the Restriction will lapse
and the Shares will no longer be subject to forfeiture.  In the event
such trading price threshold is not achieved, the Shares will automatically be
forfeited on November 23, 2014.

     

    2.           Status of
Participant.  Upon issuance of the Shares, Stockholder will be
recorded as a registered stockholder of the Company with respect to the
Shares.  The Company will promptly provide to Stockholder written
confirmation of such issuance and recordation.  Upon issuance of the
Shares, Stockholder will have all rights of a holder of common stock of the
Company, including, without limitation, voting rights.  Rights to
dividends and distributions in respect of the Shares shall be credited on the
Company’s books and records and accrued in favor of the Stockholder, but shall
not be paid unless and until the Restriction is removed.

     

    
      
         

      

      
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    3.           Transferability.  Stockholder
shall not sell, transfer, assign or otherwise dispose of any Shares while the
Shares are Restricted.  Notwithstanding anything else in this
Agreement to the contrary, the provisions of this Section 3 shall not apply to any
transfer or gift during lifetime or death of the Stockholder to a Permitted
Transferee provided that: (a) Stockholder informs
the Company of such transfer prior to effecting it; and (b) the transferee or
donee shall furnish the Company with a written agreement to be bound by and
comply with all provisions of this Agreement.

     

    If the
Stockholder is an individual person,
“Permitted Transferee” means (a) any lineal descendant of Stockholder, excluding
any person adopted after attaining age eighteen and any descendant of that
person; (b) any trust if the trust was created by the Stockholder for the
benefit of his or her lineal descendants; (c) any
trust if the trust is revocable by the Stockholder and if the Stockholder
is the primary beneficiary of that trust during his or her lifetime; and (d) the
Stockholder’s spouse.

     

    If the
Stockholder is a company, partnership or trust, “Permitted Transferee” means
(a) any lineal descendant of a shareholder, partner, or beneficiary of
Stockholder, excluding any person adopted after attaining age eighteen and any
descendant of that person; (b) any trust if the trust was created by a
shareholder, partner or beneficiary of the Stockholder; (c) any trust if
the trust is revocable by a shareholder, partner or beneficiary of the
Stockholder, and if
the shareholder, partner, or beneficiary of the Stockholder is the primary
beneficiary of that trust during his or her lifetime; (d) partners, members or
shareholders of the Stockholder; and (e) the spouse of a shareholder,
partner or beneficiary of the Stockholder.

     

    4.           Securities Law Compliance; Certain
Representations.

     

    (a)           The
Shares acquired by Stockholder under this Agreement have been acquired for
investment for Stockholder’s own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part
thereof.  Stockholder has no present intention of selling, granting
any participation in or otherwise distributing the
Shares.  Stockholder does not have any contract, undertaking,
agreement or arrangement with any person or entity to sell, transfer or grant
participations to such person or entity or to any other person or entity, with
respect to any of the Shares.

     

    (b)           Stockholder
represents and warrants that it (i) has been furnished with all information
which it deems necessary to evaluate the merits and risks of receipt of the
Shares; (ii) has had the opportunity to ask questions and receive answers
concerning the information received about the Shares and the Company; and (iii)
has been given the opportunity to obtain any additional information it deems
necessary to verify the accuracy of any information obtained concerning the
Shares and the Company.  Stockholder is an “accredited investor” under
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”).

     

    
      
         

      

      
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    (c)           Stockholder
hereby agrees that it will in no event sell or distribute all or any part of the
Shares unless (i) there is an effective registration statement under the
Securities Act, and applicable state and other securities law covering any such
transaction involving the Shares; or (ii) the Company receives an opinion of
Stockholder’s legal counsel stating that such transaction is exempt from
registration or the Company otherwise satisfies itself that such transaction is
exempt from registration.  The Company shall provide promptly to
Stockholder all information reasonably requested in connection with preparing
such opinion.  Stockholder understands that the Company has no
obligation to register the Shares with the Securities and Exchange Commission
(the “SEC”) and has not
represented to Stockholder that the Company will so register the
Shares.

     

    (d)           Stockholder
confirms that it has been advised, prior to its receipt of the Shares, that
neither the offering of the Shares nor any offering materials have been reviewed
by any administrator or other governmental entity under the Securities Act or
any other applicable securities act.

     

    (e)           The
Company represents and warrants that each of the issuance and delivery of the
Shares in accordance with the Agreement, as well as the execution and delivery
of this Agreement, has been duly authorized by all necessary corporate action on
the part of the Company, and that all such Shares have been duly reserved for
issuance and that the Shares will, upon issuance, be duly and validly issued,
fully paid and nonassessable and free and clear of any liens or encumbrances
except for restrictions on transfer set forth herein and under applicable
securities laws (subject only to the vesting and forfeiture provision in this
Agreement).  The Company further represents and warrants that assuming
the accuracy of Section 4(a), the issuance of the Shares to Stockholder does not
require registration under the Securities Act and is in compliance with
applicable federal and state securities laws.

     

    5.           Book Entry Registration of the
Shares.  The Company will issue the Shares by registering the
Shares in book entry form in Stockholder’s name and the applicable restrictions
will be noted in the Company’s records and book entry system.  No
certificate(s) representing the Shares will be issued unless and until the
Restriction shall have been removed.  Subject to provision by
Stockholder of any documentation reasonably requested by the Company, upon
written request by Stockholder, the Company will provide such documentation as
is reasonably necessary to (a) remove any restrictions under this Agreement with
respect to the Shares, or (b) otherwise facilitate a lawful transfer of the
Shares pursuant to the terms and conditions of this Agreement.

     

    6.           Restrictive
Legends.  The restrictions noted in the Company’s records and
any certificate or certificates representing the Shares shall bear the following
legend in substantially the following form (as well as any other legends
required by applicable state and federal corporate securities laws) as
reasonably deemed appropriate by the Company:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY
STATES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION OR OTHER TRANSFER
THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR THE COMPANY’S RECEIPT OF AN
OPINION OF TRANSFEROR’S LEGAL COUNSEL STATING THAT SUCH TRANSFER IS EXEMPT FROM
REGISTRATION OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSFER IS
EXEMPT FROM REGISTRATION.  IN ADDITION, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A RESTRICTED STOCK AGREEMENT DATED
AS OF NOVEMBER 23, 2009 AND MAY ONLY BE TRANSFERRED IN COMPLIANCE
THEREWITH.

     

    
      
         

      

      
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    Notwithstanding
the foregoing, upon Stockholder’s request, promptly following the date that
Shares may be sold under Rule 144 without volume restrictions or manner of sale
limitations, the Company shall cause its legal counsel to issue a legal opinion
to Stockholder (which opinion shall be reasonable in form and substance) that
any and all certificates representing such Shares shall be issued free of all
legends.

     

    7.           Capital
Adjustments.  If any of the outstanding Shares should be
changed into, or exchanged for, a different number or kind of shares of the
capital stock or other securities of the Company, or, if further changes or
exchanges of any capital stock or other securities into which the Shares will
have been changed, or for which it will have been exchanged, will be made
(whether by reason of merger, consolidation, reorganization, recapitalization,
stock dividend, reclassification, split-up, combination of shares or otherwise),
then there will be substituted and exchanged therefor the number and kind of
shares of capital stock or other securities into which each outstanding Share
will be so changed or exchanged.  In the event of any such changes or
exchanges, if the Board of Directors of the Company, in its sole discretion,
should determine that in order to prevent dilution or enlargement of rights
under this Agreement, an adjustment should be made in the number or kind of
shares of capital stock or other securities subject to this Agreement, such
adjustment will be made and will be effective and binding for all purposes of
this Agreement.

     

    8.           Notices.  Notices
required hereunder shall be given in person or by registered mail to the address
of Stockholder shown on the records of the Company, and to the Company at its
respective principal executive offices.

     

    9.           Survival of
Terms.  This Agreement shall apply to and bind Stockholder and
the Company and their respective permitted assignees and transferees, heirs,
executors, administrators and legal successors.  The parties covenant
and agree that they and their respective permitted assignees and transferees,
heirs, executors, administrators and legal successors will execute any and all
instruments, releases, assignments and other consents which may reasonably be
required of them in order to carry out the provisions of this
Agreement.

     

    
      
         

      

      
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    10.           Counterparts and Facsimile
Signatures.  This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument, and by facsimile.

     

    11.           Entire Agreement; Governing
Law.  This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes in its entirety
all prior undertakings and agreements of the Company and Stockholder with
respect to the subject matter hereof, and may not be modified adversely to the
Stockholder’s interest except by means of a writing signed by the Company and
Stockholder.  This Agreement and all actions arising out of or in
connection with this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law
provisions of the State of Delaware or of any other state.

     

    12.           Amendment.  This
Agreement shall not be amended in any manner so as to increase the benefits or
reduce the burdens hereunder to the Stockholder unless the Company
simultaneously amends all other Restricted Stock Agreements executed by the
Company on the date hereof.

     

    Stockholder
represents that it has read this Agreement and is familiar with its terms and
provisions.  Stockholder hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors
of the Company upon any questions arising under this Agreement.

     

    [Signature
Page Follows]

     

    
      
         

      

      
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    IN WITNESS WHEREOF, this Agreement is
deemed made as of the date first set forth above.

     

    
      
        	
                STOCKHOLDER         

              	 	CAMDEN LEARNING
      CORPORATION
	 	 	
              
	/s/ Robert
      Buckingham   	 	/s/ David Warnock
	By	 	By
	 	 	 
	Robert
      Buckingham 	 	David Warnock
	
                Print
      Name   

              	 	Print
      Name
	 	 	 
	General Partner    	 	President and Chief Executive
Officer
	Title 	 	Title


      

    

     

     

    [Signature
Page to Restricted Stock Agreement]

     

    
      
         

      

      
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