EXHIBIT 10.11

     

    CAMDEN
LEARNING CORPORATION

     

    RESTRICTED
STOCK AGREEMENT

     

    THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”) between Camden Learning Corporation,
a Delaware corporation (the “Company”), and Camden Learning LLC, a Delaware
limited liability company (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 575,000 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:


    
      
         


      

      
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    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.

     

    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.

     

    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.


    
      
         


      

      
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    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.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            CAMDEN
      LEARNING, LLC

                                          	 
      	
                                            CAMDEN
      LEARNING CORPORATION

                                          
	 
      	 
      	 
      
	By: 	
                                            Camden Partners Strategic III,
      LLC

                                          	 
      	
                                            By:

                                          	
                                            /s/ David Warnock

                                          
	
                                            Title:
      Manager

                                          	 
      	 	
                                            David
      Warnock, President and CEO

                                          
	 	 	 	 
	By: 	
                                            Camden Partners Strategic Manager,
      LLC

                                          	 
      	 
      
	 	 	 
	
                                            Title:
      Manager

                                          	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                    By:

                  	
                    /s/ Donald W.
      Hughes

                  


          

        

      

    

     

    Name:
Donald W. Hughes

     

    Title:
Managing Member

     

    Dated:
November 23, 2009

     

    [Signature
Page to Restricted Stock Agreement]


    
      
         


      

      
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