November 26, 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 $7.92 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; (v)
“Trustee”
shall
      mean Continental Stock Transfer & Trust Company and (vi) “Right
      of First Refusal Agreement”
refers
      to such agreement executed by all the officers and directors in connection
      with
      the transactions contemplated hereby.

     

    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:  	 
	 	
              

              Donald
                W. Hughes

              Managing
                Member