Unassociated Document


     

    EXHIBIT
      10.1.2


    



      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 (the “Letter
        of Intent”)
        to
        underwrite an initial public offering (the “IPO”)
        of the
        securities of the Company and embarking on, undertaking and continuing to
        participate in 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 his 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 (a “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.

    


    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, (ii) the dissolution of the Company or (iii) such
      time as the undersigned ceases to be a director 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.


    


    (2)
        The undersigned shall be entitled to reimbursement from the Company for
      his 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. 
      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.

    



      VI. 
        The undersigned agrees that during his period of service as a director, he
        will
        not become associated with any other special purpose activity corporation
        that
        is involved or intends to become involved in the activities similar to
        those activities that the Company intends to pursue with respect to a Business
        Combination.


    


    VII. 
      (1)   The undersigned agrees to be a director of the Company until the
      earlier of the consummation of a Business Combination or the dissolution of
      the
      Company. The undersigned agrees to not resign (or advise the Board that the
      undersigned declines to seek re-election to the Board of Directors) from his
      position as director of the Company as set forth in the Registration Statement
      without the prior consent of Morgan Joseph until the earlier of the consummation
      by the Company of a Business Combination, liquidation of the Trust Account,
      or
      the dissolution of the Company. The undersigned acknowledges the foregoing
      does
      not interfere with or limit in any way the right of the Company to terminate
      the
      undersigned’s employment at any time (subject to other contractual rights the
      undersigned may have) nor confer upon the undersigned any right to continue
      in
      the employ of Company.

    


    (2)
        The undersigned’s biographical information furnished to the Company and
      Morgan Joseph and included as part of the Registration Statement for the IPO
      is
      true and accurate in all respects, does not omit any material information with
      respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
      under the Securities Act of 1933, as amended (the “Securities
      Act”).
      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)
        he 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)
        he 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 he is not currently a defendant in any such criminal proceeding;
      and

    


    (c)
        he 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.

    


    VIII. 
      The undersigned has full right and power, without violating any agreement by
      which he is bound, to enter into this letter agreement and to serve as a
      director of the Company.

    



      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 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.


    



      XI. 
In
        connection with the vote required to consummate a Business Combination, the
        undersigned agrees that he will vote all shares of common stock, par value
        $.0001 per share (the “Common
        Stock”)
        (i)
        owned by him (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 (ii) purchased by him in or following the IPO “for” a Business
        Combination


    



      XII. 
        The undersigned will escrow all of the Insider Shares beneficially owned
        by him,
        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.


    



      XIII. 
        The undersigned hereby waives his 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 he will not seek redemption with respect to
        such
        shares in connection with any vote to approve a Business
        Combination.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


      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 his 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;
        and
        (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.  


    


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                Very
                  truly yours,

              
	 	 	 	 
	
              	 	 	
                /s/
                  Donald W. Hughes    

              
	
              	 	 	
                

                Donald
                  W. Hughes