EXHIBIT 10.5

     

    LOCK
UP AGREEMENT

     

    
      	
              To:

            	
              Camden Learning
      Corporation

            


    

    500 East
Pratt Street, Suite 1200

    Baltimore,
MD 21202

     

    Re:    
Proposed Business Combination Involving Camden Learning Corporation and Dlorah,
Inc.

     

    
      	
              1.

            	
              Acknowledgement. The
      undersigned acknowledges that Camden Learning Corporation ("Camden") and Dlorah, Inc. ("Dlorah") are intending to complete a
      proposed business combination pursuant to that certain Agreement and Plan
      of Reorganization, dated August 7, 2009, as amended by the Amended and
      Restated Agreement and Plan of Reorganization, dated August 11, 2009, as
      further amended by Amendment No. 1 to the Amended and Restated Agreement
      and Plan of Reorganization by and among Camden, Dlorah and Dlorah
      Subsidiary Inc., a wholly-owned subsidiary of Camden (collectively, the
      “Merger Agreement”). In consideration of the
      transactions contemplated by the Merger Agreement and for other good and
      valuable consideration (the receipt and sufficiency of which are hereby
      acknowledged by the undersigned), the undersigned covenants and agrees
      with Camden as follows with respect to the shares of Camden Class A common
      stock, common stock and warrants issued or issuable to the undersigned (or
      to persons or entities with respect to which the undersigned would have
      beneficial ownership of such shares within the rules and regulations of
      the Securities and Exchange Commission) whether pursuant to the Merger
      Agreement or otherwise and any other security of Dlorah or Camden that is
      convertible into, or exercisable or exchangeable for, securities of Camden
      (collectively, the “Camden Shares”).

            


    

     

    
      	
              2.

            	
              Lock-Up. The undersigned
      represents and warrants to Camden that, for the duration of the Lock-Up Period (as defined
      below), the undersigned will not, directly or indirectly: (i) offer, sell,
      contract to sell, pledge, lend, grant any option, right or warrant to
      purchase, make any short sale or otherwise transfer or dispose of,
      directly or indirectly, any Camden Shares, (ii) establish or increase any
      “put equivalent position” or liquidate or decrease any “call equivalent
      position” with respect to any Camden Shares (in each case within the
      meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
      and the rules and regulations promulgated thereunder) or otherwise enter
      into any swap, derivative or other transaction or arrangement that
      transfers to another, in whole or in part, any economic consequence of
      ownership of any Camden Shares, whether or not such transaction is to be
      settled by delivery of Camden Shares, other securities, cash or other
      consideration, or (iii) engage directly or indirectly in any transaction
      the likely result of which would involve a transaction prohibited by
      either of clauses (i) or (ii). The foregoing restriction is expressly
      agreed to preclude the undersigned from engaging in any hedging or other
      transaction which is designed to, or reasonably expected to lead to, or
      result in, a sale or disposition of any Camden Shares even if such Camden
      Shares would be disposed of by someone other than the undersigned. Such
      prohibited hedging or other transactions would include without limitation
      any short sale or any purchase, sale or grant of any right (including
      without limitation any put or call option) with respect to any of the
      Camden Shares or with respect to any security that includes, relates to,
      or derives any significant part of its value from the Camden Shares. The
      undersigned agrees and consents to the entry of stop transfer instructions
      with Camden’s transfer agent and registrar against, and authorizes Camden
      to cause the transfer agent and registrar to decline, the transfer of
      relevant securities held by the undersigned except in compliance with the
      foregoing restrictions.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Notwithstanding
the foregoing, the undersigned may sell, contract to sell, dispose of, or
otherwise transfer for value or otherwise, the Camden Shares by (i) gift, will
or intestacy, or (ii) distribution to partners, members, shareholders or
beneficiaries of the undersigned; provided however, that in the case of a
transfer pursuant to (i) or (ii) above, it shall be a condition to such transfer
that the transferee execute an agreement stating that the transferee is
receiving and holding the Camden Shares subject to the provisions of this Lock
Up Agreement.

     

    
      	
              3.

            	
              Lock-Up Period. For the
      purposes hereof, the “Lock-Up Period” shall mean with respect to all of
      the Camden Shares, the period beginning on the date of the Effective Time
      (as such term is defined in the Merger Agreement) and ending on the date
      that is one hundred eighty (180) days following the date of the Effective
      Time.

            


    

     

    
      	
              4.

            	
              Termination. This
      agreement may be terminated by mutual written consent of the parties
      hereto. This agreement shall be terminated one calendar day following the
      date that is one hundred eighty-one (181) days following the date of the
      Effective Time, in accordance with its terms. The undersigned further
      understands that this agreement is irrevocable, and that all authority
      herein conferred or agreed to be conferred shall survive death or
      incapacity of the undersigned and will be binding on the undersigned and
      the respective successors, heirs, personal representatives, and assigns of
      the undersigned.

            


    

     

    
      	
              5.

            	
              Authority. The
      undersigned hereby represents and warrants that the undersigned has full
      power and authority to enter into the agreements set forth
      herein.

            


    

     

    
      	
              6.

            	
              Public Disclosure. The
      undersigned agrees not to make any public disclosure or announcement of or
      pertaining to this agreement, the Merger Agreement or the transactions
      contemplated thereby or hereby without the prior written consent of Camden
      except as required by law.

            


    

     

    
      	
              7.

            	
              Damages. The undersigned
      recognizes and acknowledges that this agreement is an integral part of the
      Merger Agreement and that a breach by the undersigned of any covenants or
      other commitments contained in this Agreement will cause the other party
      to sustain injury for which it may not have an adequate remedy at law for
      money damages. Therefore, the undersigned agrees that in the event of any
      such breach, Camden shall be entitled to the remedy of specific
      performance of such covenants or commitments and preliminary and permanent
      injunctive and other equitable relief in addition to any other remedy to
      which it may be entitled, at law or in equity, and the undersigned agrees
      to waive any requirement for the securing or posting of any bond in
      connection with the obtaining of any such injunctive or other equitable
      relief.

            


    

     

    
      	
              8.

            	
              Governing Law. This
      agreement shall be governed by and construed in accordance with the laws
      of the State of Delaware applicable therein (without regard to conflict of
      laws principles).

            


    

     

    
      	
              9.

            	
              Facsimile. Camden and
      the undersigned shall be entitled to rely on delivery of a facsimile copy
      hereof which shall be legally effective to create a valid and binding
      agreement of the undersigned and Camden in accordance with the terms
      hereof.

            


    

     

    
      	
              10.

            	
              Counterparts. This
      agreement may be executed in any number of counterparts, each of which
      when so executed shall be deemed to be an original and all of which taken
      together shall constitute one and the same
  agreement.

            


    

     

    
      
        
        

      

      
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              11.

            	
              Entire Agreement. This
      agreement constitutes the entire agreement and understanding between the
      parties pertaining to the subject matter of this
  agreement.

            


    

    


    
      
        
          	
                  H.
      & E. BUCKINGHAM LIMITED PARTNERSHIP

                
	 
      
	
                  By:

                	
                  /s/
      Bob Buckingham

                
	 
      	
                  Bob
      Buckingham

                
	 
      	
                  General
      Partner

                


        

      

    


    
      
         


      

      
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