May 16, 2007 Camden Learning, LLC
EXHIBIT
10.5
May
16,
2007
Camden
Learning, LLC
000
Xxxx
Xxxxx Xxxxxx
Suite
1200
Baltimore,
MD 21202
Re: CAMDEN
LEARNING CORPORATION
Gentlemen:
This
letter will confirm our agreement, that commencing on the effective date
(“Effective Date”) of the registration statement (“Registration Statement”) of
the initial public offering (“IPO”) of the securities of Camden Learning
Corporation (the “Company”) and continuing until the earlier to occur of: (i)
the consummation of a Business Combination (as described in the Registration
Statement), (ii) failure to effect a Business Combination within 24 months
from
the consummation of the IPO and (iii) the date on which we determine to dissolve
and liquidate our trust account as part of our plan of dissolution and
liquidation, Camden Learning, LLC (“CL LLC”) shall make available to the Company
certain general and administrative services, including but not limited to
receptionist, secretarial and general office services. In exchange therefore,
the Company shall pay CL LLC the sum of $7,500 per month on the Effective Date
and continuing monthly thereafter.
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Very
truly yours,
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CAMDEN
LEARNING CORPORATION
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By:
Name:
Xxxxx X. Xxxxxxx
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Title:
Chief Executive Officer
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CAMDEN
LEARNING, LLC
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By:
Camden Partners Strategic III, LLC
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Its:
Manager
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By
Camden Partners Strategic Manager, LLC
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Its:
Managing
Member
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By:
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Xxxxxx
X. Xxxxxx
Managing
Member
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