Unassociated Document


    EXHIBIT
      10.1.1


     


      July
        25,
        2007


     

    Camden
      Learning Corporation

    500
      East
      Pratt Street

    Suite
      1200

    Baltimore,
      MD 21202


    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19 th
      floor

    New
      York,
      NY 10020


    


    
      	 	
              Re:

            	
              Camden
                Learning Corporation (the “ Company ”)

            


    

     

    Gentlemen:

     


      The
        undersigned, in consideration of Morgan Joseph & Co. Inc. (“Morgan
        Joseph”)
        entering into a letter of intent (“Letter
        of Intent”)
        to
        underwrite an initial public offering of the securities of the Company
        (“IPO”)
        and
        embarking on the IPO process, hereby agrees as follows (certain capitalized
        terms used herein are defined in paragraph XV hereof):


     

    I. 
        (1)   In the event the Company fails to consummate a Business
      Combination within 24 months from the effective date (the “Effective
      Date”)
      of the
      registration statement relating to the IPO (the “Termination
      Date”),
      the
      undersigned shall, in accordance with all applicable requirements of the
      Delaware General Corporation Law (the “DGCL”),
      (i)
      cause the Trustee to liquidate the Trust Account to the holders of the IPO
      Shares and (ii) take all reasonable actions within its power to cause the
      Company to liquidate as soon as reasonably practicable.

     

    (2)
        Except with respect to any of the IPO Shares acquired by the undersigned
      in connection with or following the IPO, the undersigned hereby (a) waives
      any
      and all right, title, interest or claim of any kind (“Claim”)
      in or
      to all funds in the Trust Account and any remaining net assets of the Company
      upon liquidation of the Trust Account and dissolution of the Company, (b) waives
      any Claim the undersigned may have in the future as a result of, or arising
      out
      of, any contracts or agreements with the Company and (c) agrees the undersigned
      will not seek recourse against the Trust Account for any reason
      whatsoever.

     

    (3)
        The undersigned agrees to indemnify and hold harmless the Company against
      any and all loss, liability, claims, damage and expense whatsoever (including,
      but not limited to, any and all legal or other expenses reasonably incurred
      in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) to which the Company may become subject
      as
      a result of any claim by any vendor, service provider, prospective target
      business, creditor or other entity that is owed money by the Company for
      services rendered or products sold to the Company or the claims of any target
      businesses, subject to the following limitations: (i) such indemnification
      will
      only be made insofar as the Company did not obtain a waiver from such party
      of
      such party’s rights or claims to the Trust Account as required under the
      Underwriting Agreement entered into between the Company and Morgan Joseph and
      (ii) such indemnification will be made only to the extent necessary to ensure
      that such loss, liability, claim, damage or expense does not reduce the amount
      in the Trust Account (as defined in the Letter of Intent) below the amount
      necessary in order for each holder of IPO Shares to receive a liquidation amount
      of at least $7.90 per IPO Share owned by such holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (4)
        In the event that the Company does not consummate a Business Combination
      and must liquidate and its remaining net assets are insufficient to complete
      such liquidation, the undersigned agrees to advance such funds necessary to
      complete such liquidation and agrees not to seek repayment for such
      expenses.

     

    (5)
        The undersigned agrees to take all such action reasonably necessary to
      request its members make capital contributions to it in order for it to be
      able
      to satisfy its obligations under Sections (3) and (4) above.

     


      II. 
In
        order to minimize potential conflicts of interest which may arise from multiple
        affiliations, the undersigned agrees, in accordance with the Right of First
        Refusal Agreement,  to present to the Company for its consideration, prior
        to presentation to any other person or entity, any suitable opportunity to
        acquire an operating business, until the earlier of (i) the consummation
        by the
        Company of a Business Combination or (ii) the dissolution of the Company,
        subject to any pre-existing fiduciary and contractual obligations the
        undersigned might have.


     

    III. 
      The undersigned acknowledges and agrees the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm which is a member of the National Association of
      Securities Dealers, Inc. and is reasonably acceptable to Morgan Joseph that
      the
      Business Combination is fair to the Company’s stockholders from a financial
      perspective.

     

    IV. 
        ( 1) Neither the undersigned, any member of the family of the
      undersigned, nor any affiliate of the undersigned (“Affiliate”)
      will
      be entitled to receive, and no such person will accept, any compensation for
      services rendered to the Company by the Company prior to the consummation of
      a
      Business Combination; provided that commencing on the Effective Date, the
      undersigned shall be allowed to charge the Company $7,500 per month, to
      compensate it for certain general and administrative services, including but
      not
      limited to receptionist, secretarial and general office services, that it will
      provide to the Company.

     

    (2)
        The undersigned shall be entitled to reimbursement from the Company for
      its out-of-pocket expenses incurred in connection with seeking and consummating
      a Business Combination, only (a) from funds not held in the Trust Account or
      (b)
      upon the consummation of a Business Combination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    V. 
      (1) Neither the undersigned, any member of the family of the undersigned, nor
      any Affiliate will be entitled to receive or accept a finder’s fee or any other
      compensation in the event the undersigned, any member of the family of the
      undersigned or any Affiliate originates a Business Combination.

     

    (2)
      The
      undersigned’s Questionnaire previously furnished to the Company and Morgan
      Joseph is true and accurate in all respects as of the date first written
      above.

     

    (3)
        The undersigned represents and warrants:

     

    (a)
         it is not subject to or a respondent in any legal action for, any
      injunction relating to, or any cease-and-desist order or order or stipulation
      to
      desist or refrain from any act or practice relating to the offering of
      securities in any jurisdiction;

     

    (b)
         it has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud or (ii) relating to any financial transaction or handling
      of
      funds of another person, or (iii) pertaining to any dealings in any securities,
      and is not currently a defendant in any such criminal proceeding;
      and

     

    (c)
         it has never been suspended or expelled from membership in any
      securities or commodities exchange or association or had a securities or
      commodities license or registration denied, suspended or revoked.

     

    VI. 
      The undersigned has full right and power, without violating any agreement by
      which it is bound, to enter into this letter agreement.

     

    VII. 
      The undersigned authorizes any employer, financial institution or consumer
      credit reporting agency to release to Morgan Joseph and its legal
      representatives or agents (including any investigative search firm retained
      by
      Morgan Joseph) any information they may have about the undersigned’s background
      and finances (“Information”).
      Neither Morgan Joseph nor its agents shall be violating the undersigned’s right
      of privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection; provided
      , that
      Morgan Joseph shall maintain the confidentiality of any information received
      pursuant thereto, and further shall not transfer, or cause or permit the
      transfer of, such information to any other person or party, or use such
      information other than in connection with the IPO, in each case without the
      express written consent of the undersigned.

     

    VIII. 
In
      connection with the vote required to consummate a Business Combination, the
      undersigned agrees it will vote (A) all shares of common stock owned by it
      (either directly or indirectly) prior to the IPO (the “Insider
      Shares”),
      in
      accordance with the majority of the votes cast by the holders of the IPO Shares
      and (B) all shares of common stock acquired in or following the IPO “for” a
      Business Combination.

    



      IX. The
        undersigned hereby agrees not to propose, or vote in favor of, any amendment
        to
        the Company’s Certificate of Incorporation that requires the affirmative vote of
        at least 95% of the IPO Shares. This paragraph may not be modified or amended
        under any circumstances.


     


      X. 
        The undersigned will escrow all of the Insider Shares beneficially owned
        by it ,
        if any, for the period commencing on the Effective Date and ending on the
        first
        anniversary following a Business Combination, subject to the terms of a
        Securities Escrow Agreement which the Company will enter into with the
        undersigned and an escrow agent acceptable to the Company.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


      XI. 
        The undersigned will escrow its warrants purchased in a private placement
        immediately prior to the IPO until the 90th day after the date of the
        consummation of the initial Business Combination, subject to the terms of
        a
        Securities Escrow Agreement which the Company will enter into with the
        undersigned and Continental Stock Transfer & Trust
        Company.


     


      XII. 
        The undersigned hereby waives its right to exercise redemption rights with
        respect to any Insider Shares owned or to be owned by the undersigned, directly
        or indirectly, and agrees that it will not seek redemption with respect to
        such
        shares in connection with any vote to approve a Business
        Combination.


    



      XIII. 
        The undersigned hereby agrees to place limit orders to purchase up to $4,000,000
        of Company common stock in the open market commencing ten business days after
        the Company files a Current Report on form 8-K announcing the execution of
        a
        definitive agreement for a Business Combination and ending on the business
        day
        immediately preceding the date of the meeting of stockholders at which a
        Business Combination is to be approved. The undersigned acknowledges such
        purchases will be made in accordance with Rule 10b-18 under the Securities
        Exchange Act of 1934, as amended, at a price of not more than the per share
        amount held in the Trust Account (less taxes payable) as reported in such
        8-K
        and will be made by a broker-dealer mutually agreed upon by the undersigned
        and
        Morgan Joseph in such amounts and at such times as such broker-dealer may
        determine, in its sole discretion, so long as the purchase price does not
        exceed
        the above-referenced per share purchase price. To the extent that the aggregate
        amount of such purchases is less than $4,000,000, the undersigned agrees
        to
        purchase from the Company, and the Company agrees to sell to the undersigned,
        a
        number of units identical to the units offered in the IPO at a price of $8.00
        per unit in a private placement to be completed immediately prior to the
        consummation of a business combination until it has purchased, together with
        the
        above-referenced open market purchases, an aggregate of $4,000,000 of Company
        common stock.


     


      XIV. 
        This letter agreement shall be governed by and construed and enforced in
        accordance with the laws of the State of New York, without giving effect
        to
        conflicts of law principles that would result in the application of the
        substantive laws of another jurisdiction. The undersigned hereby (i) agrees
        that
        any action, proceeding or claim against him arising out of or relating in
        any
        way to this letter agreement (a “Proceeding”)
        shall
        be brought and enforced in the federal courts of the United States of America
        for the Southern District of New York, and irrevocably submits to the
        jurisdiction of such courts, which jurisdiction shall be exclusive, (ii)
        waives
        any objection to the exclusive jurisdiction of such courts and any objection
        that such courts represent an inconvenient forum and (iii) irrevocably agrees
        to
        appoint Ellenoff Grossman & Schole LLP as agent for the service of process
        in the State of New York to receive, for the undersigned and on its behalf,
        service of process in any Proceeding. If for any reason such agent is unable
        to
        act as such, the undersigned will promptly notify the Company and Morgan
        Joseph
        and appoint a substitute agent acceptable to each of the Company and Morgan
        Joseph within 30 days and nothing in this letter will affect the right of
        either
        party to serve process in any other manner permitted by law.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


      XV. 
As
        used herein, (i) a “Business
        Combination”
shall
        mean a merger, capital stock exchange, asset acquisition or other similar
        business combination between the Company and one or more operating businesses
        in
        the education industry; (ii) “Insiders”
shall
        mean all officers, directors and stockholders of the Company immediately
        prior
        to the IPO; (iii) “IPO
        Shares”
shall
        mean the shares of Common Stock issued in the Company’s IPO; (iv) “Trust
        Account”
shall
        mean the trust account in which most of the proceeds to the Company of the
        IPO
        will be deposited and held for the benefit of the holders of the IPO shares,
        as
        described in greater detail in the prospectus relating to the IPO; and (vi)
        Right of First Refusal Agreement refers to such agreement executed by all
        the
        officers and directors in connection with the transactions completed hereby;
        (v)
        "Trustee" shall mean Continental Stock Transfer & Trust
        Company.


     


      XVI. 
        This letter agreement shall supersede any other letter agreement signed by
        the
        undersigned with respect to the subject matter hereof.  


     

    [Signature
      Page to Follow] 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    


      
        	 	 	 
	 	
                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