INVESTMENT MANAGEMENT TRUST AGREEMENT
EXHIBIT
10.2
This
Agreement is made as of November 29, 2007 by and between Camden Learning
Corporation (the “Company”) whose principal office is located at 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000 and Continental Stock Transfer
& Trust Company (“Trustee”) located at 00 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
WHEREAS,
the Company’s Registration Statement on Form S-1, File No. 333-143098
(“Registration Statement”), for its initial public offering of securities
(“IPO”) has been declared effective on November 29, 2007 by the Securities and
Exchange Commission (“Effective Date”); and
WHEREAS,
the Company has completed a private placement of 2,800,000 Warrants (the
“Private Warrants”) prior to the completion of the IPO for a purchase price of
$2,800,000; and
WHEREAS,
Xxxxxx Xxxxxx & Co. Inc. (“Xxxxxx Xxxxxx”) is acting as the representative
of the underwriters in the IPO (the “Underwriters”); and
WHEREAS,
as described in the Company’s Registration Statement, in accordance with the
Company’s Amended and Restated Certificate of Incorporation, $49,500,000 of the
net proceeds of the IPO and the sale of the Private Warrants ($56,700,000 if
the
Underwriters’ over-allotment option is exercised in full), will be delivered to
the Trustee as of December 5, 2007 to be deposited and held in a trust account
for the benefit of the Company, the holders of the common stock, par value
$.0001 per share, of the Company (“Common Stock”) included in the units of the
Company’s securities issued in the IPO (the “Units”) and Xxxxxx Xxxxxx and in
the event the securities offered in the IPO are registered in Colorado, pursuant
to Section 00-00-000 (6) of the Colorado Revised Statutes (“CRS”), a copy of
which is attached hereto, and made a part hereof. The amount to be delivered
to
the Trustee will be referred to herein as the “Property,” the stockholders for
whose benefit the Trustee shall hold the Property will be referred to as the
“Public Stockholders,” and the Public Stockholders, the Company and Xxxxxx
Xxxxxx and the Underwriters will be referred to together as the “Beneficiaries”;
WHEREAS,
a portion of the Property consists of $1,500,000 (or $1,725,000 if the
Underwriters’ over-allotment is exercised in full) attributable to the
Underwriters’ discount (the “Deferred Discount”) which the Underwriters have
agreed to deposit in the Trust Account (as defined below); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1.
Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with
the terms of this Agreement, including, without limitation, with respect to
the
Public Stockholders, the terms of Section 11-51-302(6) of the CRS in segregated
trust accounts (the “Trust Account”) established by the Trustee with XX Xxxxxx
Chase Bank, N.A. and at a brokerage institution selected by the
Trustee;
(b)
Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;
(c)
In
a
timely manner, upon the written instruction of the Company, to invest and
reinvest the Property in any “Government Security” or in money market funds
selected by the Company meeting the conditions specified in Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined
by the Company. As used herein, “Government Security” means any Treasury Xxxx
issued by the United States, having a maturity of one hundred and eighty days
or
less;
(d)
Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the “Property,” as such term is
used herein;
(e)
Promptly notify the Company and Xxxxxx Xxxxxx of all communications received
by
it with respect to any Property requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested
by the Company in connection with the Company’s preparation of the tax returns
for the Trust Account or the Company;
(g)
Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed
by
the Company and/or Xxxxxx Xxxxxx to do so;
(h)
Render to the Company and to such other person as the Company may
instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust
Account;
(i)
If there is any income or other tax obligation relating to the
income from the Property in the Trust Account, then, from time to time, at
the
written instruction of the Company, the Trustee shall promptly to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation,
liquidate such assets held in the Trust Account as shall be designated by the
Company in writing; and
(j) Commence
liquidation of the Trust Account only after and promptly after receipt of,
and
only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit
B
hereto, signed on behalf of the Company by its President or Chairman of the
Board and Secretary or Assistant Secretary or other authorized officer of the
Company, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account only as directed in the Termination Letter and
the
other documents referred to therein; provided, however, that in the event that
a
Termination Letter has not been received by the Trustee by the 24-month
anniversary of the effective date of the Registration Statement (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B hereto and distributed
to
the stockholders of record on the Last Date. In all cases, the Trustee shall
provide Xxxxxx Xxxxxx with a copy of any Termination Letters and/or any other
correspondence that it receives with respect to any proposed withdrawal from
the
Trust Account promptly after it receives same. The provisions of this Section
1(j) may not be modified, amended or deleted under any
circumstances.
2.
Limited
Distributions of Income on Property.
(a)
If there is any income tax obligation relating to the income from
the Property in the Trust Account, then, at the written instruction of the
Company, the Trustee shall disburse to the Company by wire transfer or check
(as
directed by the Company in its instruction letter), out of the Property in
the
Trust Account, the amount indicated by the Company as required to pay income
taxes and disburse to the Company by wire transfer out of the Property in the
Trust Account, the amount indicated by the Company as owing in respect of such
income tax.
(b) Upon
written request from the Company containing certification that such distribution
pursuant to this Section 2(b) shall only be used to fund the working capital
requirements of the Company and the costs related to identifying, researching
and acquiring a prospective target businesses, included, without limitation,
the
expenses incurred in connection with the Company’s dissolution, in each case as
described in the prospectus that forms a part of the Registration Statement,
the
Trustee shall distribute to the Company an amount equal to up to $600,000 of
the
income earned on the Property in the Trust Account, net of taxes payable,
through the last day of the month immediately preceding the date of receipt
of
the Company’s written request.
(c) Upon
receipt of the Termination Letter, the Trustee shall liquidate the Trust Account
in accordance with Section 1(j).
(d) Except
as
provided in this Section 2, no other distributions from the Trust Account shall
be permitted.
3.
Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants:
(a)
To provide all instructions to the Trustee hereunder in writing,
signed by the Company’s Chief Executive Officer and Chief Financial Officer. In
addition, except with respect to its duties under paragraphs 1(i) and 1(j),
the
Trustee shall be entitled to rely on, and shall be protected in relying on,
any
verbal or telephonic advice or instruction which it in good faith believes
to be
given by any one of the persons authorized above to give written instructions,
provided that the Company and/or Xxxxxx Xxxxxx shall promptly confirm such
instructions in writing;
(b)
To hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or
in
connection with any claim or demand which in any way arises out of or relates
to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which
consent shall not be unreasonably withheld. The Trustee may not agree to
settle any Indemnified Claim without the prior written consent of the Company
which consent shall not be unreasonably withheld. The Company may
participate in such action with its own counsel at its own expense;
(c)
Pay the Trustee an initial acceptance fee, an annual fee and a
transaction processing fee for each disbursement made pursuant to Sections
1(i)
and 2(b) as set forth on Schedule A hereto, which fees shall be subject to
modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees and further agreed that said
transaction processing fees shall be deducted by the Trustee from the
disbursements made to the Company pursuant to Section 2(b). The Company shall
pay the Trustee the initial acceptance fee and first year’s fee at the
consummation of the IPO and thereafter on the anniversary of the Effective
Date.
The Trustee shall refund to the Company the annual fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Account. The
Company shall not be responsible for any other fees or charges of the Trustee
except as set forth in this Section 3(c) and as may be provided in Section
3(b)
hereof (it being expressly understood that the Property shall not be used to
make any payments to the Trustee under such Sections);
(d)
That, in the event that the Company consummates a Business
Combination and the Trust Account is liquidated in accordance with Section
1(j)
hereof, an independent party designated by Xxxxxx Xxxxxx shall act as the
inspector of election to certify the results of the stockholder vote. As used
in
this Agreement, the term “Business Combination” means the acquisition by the
Company, through merger, capital stock exchange, asset or stock acquisition
of,
or similar business combination with, one or more entities with an operating
business in the education industry, as more fully described in the prospectus
forming a part of the Registration Statement;
(e)
That the Officers Certificate referenced in Sections 1(j) hereof
shall require the Company’s Chief Executive Officer and Chief Financial Officer
to each certify the following (wherever applicable): (1) prior to the Last
Date,
the Company has entered into a Business Combination with a target business,
the
terms of which are consistent with the requirements set forth in the
Registration Statement; and (2) the Board of Directors (the “Board”) pursuant to
the unanimous written consent of the Board has approved the Business
Combination. A copy of such consent and the definitive agreement relating to
the
Business Combination so approved shall be attached as an exhibit to the Officers
Certificate;
(g)
Within five business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, to provide the
Trustee notice in writing (with a copy to the Underwriters) of the total amount
of the Deferred Discount, which shall in no event be less than $1,500,000;
and
4.
Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a)
Take any action with respect to the Property, other than as
directed in Sections 1 and 2 hereof and the Trustee shall have no liability
to
any party except for liability arising out of its own gross negligence or
willful misconduct;
(b)
Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received written instructions from the Company given as provided herein to
do so
and the Company shall have advanced or guaranteed to it funds sufficient to
pay
any expenses incident thereto;
(c)
Change the investment of any Property, other than in compliance
with Section 1(c);
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company
to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written
revocation of such authority to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall
be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by
the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written
consent thereto;
(g)
Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by
the
Company or any other action taken by it is as contemplated by the Registration
Statement;
(h)
Pay Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to income and activities relating to
the
Trust Account, regardless of whether such tax is payable by the Trust Account
or
the Company (including but not limited to income tax obligations), it being
expressly understood that as set forth in Section 1(i), if there is any income
or other tax obligation relating to the Trust Account or the Property in the
Trust Account, as determined from time to time by the Company and regardless
of
whether such tax is payable by the Company or the Trust, at the written
instruction of the Company, the Trustee shall make funds available in cash
from
the Property in the Trust Account an amount specified by the Company as owing
to
the applicable taxing authority, which amount shall be paid directly to the
Company by electronic funds transfer, account debit or other method of payment,
and the Company shall forward such payment to the taxing authority;
and
(i) Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i), 2(a) or 2(b) above.
5.
No
Right of Set-Off.
The
Trustee waives any right of set-off or any right, title, interest or claim
of
any kind that the Trustee may have against the Property held in the Trust
Account. In the event the Trustee has a claim against the Company under this
Agreement, including, without limitation, under Section 3(b), the Trustee will
pursue such claim solely against the Company and not against the Property held
in the Trust Account.
6.
Termination.
This
Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires
to resign under this Agreement, the Company shall use its reasonable efforts
to
locate a successor trustee during which time the Trustee shall continue to
act
in accordance with the terms of this Agreement. At such time the Company
notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee,
including, but not limited to, the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event the Company does not locate
a
successor trustee within ninety days of receipt of the resignation notice from
the Trustee, the Trustee may, but shall not be obligated to, submit an
application to have the Property deposited with the United States District
Court
for the Southern District of New York and upon such deposit, the Trustee shall
be immune from any liability whatsoever that arises due to any actions or
omissions to act by any party after such deposit;
(b)
At such time that the Trustee has completed the liquidation of the
Trust Account in accordance with the provisions of Section 1(j) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 3(b);
or
(c)
At such time that the Trustee has completed the liquidation of the
Trust Account and distributed the Property in accordance with Sections 1(j)
hereof, this Agreement shall terminate except with respect to Section
3(b).
7.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will
follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access
to
confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason
to
believe unauthorized persons may have obtained access to such information,
or of
any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon account numbers or other identifying numbers of a
beneficiary, beneficiary’s bank or intermediary bank, rather than names. The
Trustee shall not be liable for any loss, liability or expense resulting from
any error in an account number or other identifying number, provided it has
accurately transmitted the numbers provided.
(b)
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws principles that would result in the application of the
substantive laws of another jurisdiction. It may be executed in several
counterparts, each one of which shall constitute an original, and together
shall
constitute but one instrument. Facsimile signatures shall constitute original
signatures for all purposes of this Agreement.
(c)
This Agreement contains the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof. This Agreement
or
any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of
Xxxxxx Xxxxxx, who, along with each other Underwriter, the parties
specifically agree, is and shall be a third party beneficiary for purposes
of this Agreement; and provided further, any amendment to Section 1(j) shall
require the vote or consent of holders of 95% of the shares of Common Stock
sold
in the IPO. As to any claim, cross-claim or counterclaim in any way relating
to
this Agreement, each party waives the right to trial by jury.
(d)
The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the State and County of New York for purposes
of resolving any disputes hereunder. The parties hereto irrevocably submit
to
such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
any
objection to such exclusive jurisdiction and accept such venue, and waive any
objection that such courts represent an inconvenient forum.
(e)
Any notice, consent or request to be given in connection with any
of the terms or provisions of this Agreement shall be in writing and shall
be
sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile
transmission:
if
to the
Trustee, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx and Xxxxx X. Di Paolo
Fax
No.:
(000) 000 0000
if
to the
Company, to:
Camden
Learning Corporation
000
Xxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx,
Xxxxxxxx 00000
Attn:
Xxxxx X. Xxxxxxx, President
Fax
No.:
(000) 000-0000
in
either
case with a copy to:
Xxxxxx
Xxxxxx & Co. Inc.
000
Xxxxx
Xxxxxx, 00xx
xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxx, Managing Director
Fax
No.:
(000) 000-0000
and
Ellenoff,
Xxxxxxxx & Schole LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
and
XxXxxxxxx
Will & Xxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx X. Xxxxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
(f)
This Agreement may not be assigned by the Trustee without the prior
written consent of the Company and Xxxxxx Xxxxxx.
(g)
Each of the Trustee and the Company hereby represents that it has
the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.
The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
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CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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/s/
Xxxxx X. XxXxxxx
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Name:
Xxxxx X. XxXxxxx
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Title:
CFO
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CAMDEN
LEARNING CORPORATION
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By:
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/s/
Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
Chief Executive Officer
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EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx and Xxxxx X. Di Paolo
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Camden
Learning Corporation (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of
[ ],
2007 (“Trust Agreement”), this is to advise you that the Company has entered
into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate a business combination with Target Business (“Business
Combination”) on or about [_______]. The Company shall notify you at least 48
hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized words used herein and not
otherwise defined shall have the meanings ascribed to them in the Trust
Agreement.
In
accordance with paragraph 2 of Article 6 of the Amended and Restated Certificate
of Incorporation of the Company, the Business Combination has been approved
by
the stockholders of the Company and by the Public Stockholders holding a
majority of the IPO Shares cast at the meeting relating to the Business
Combination, and Public Stockholders holding less than 30% of the IPO Shares
have voted against the Business Combination and given notice of exercise of
their redemption rights described in paragraph 3 of Article 6 of the Amended
and
Restated Certificate of Incorporation of the Company. Pursuant to Section 3(f)
of the Trust Agreement, we are providing you with [an affidavit] [a certificate]
of __________, which verifies the vote of the Company’s stockholders in
connection with the Business Combination. In accordance with the terms of the
Trust Agreement, we hereby authorize you to commence liquidation of the Trust
Account to the effect that, on the Consummation Date, all of funds held in
the
Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct in writing on the Consummation
Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated or will,
concurrently with your transfer of funds to the accounts as directed by the
Company, be consummated, and (b) the provisions of Section 11-51-302(6) and
Rule
51-3.4 of the CRS have been met, to the extent applicable, and (ii) the Company
shall deliver to you written instructions with respect to the transfer of the
funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately
upon
your receipt of the counsel’s letter and the Instruction Letter in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account
and
be distributed after the Consummation Date to the Company or be distributed
immediately and the penalty incurred. Upon the distribution of all the funds
in
the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
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Very
truly yours,
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CAMDEN
LEARNING CORPORATION
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By:
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Xxxxx
X. Xxxxxxx
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Chief
Executive Officer
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Cc:
Xxxxxx Xxxxxx & Co. Inc.
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EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxx and Xxxxx X. Di Paolo
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between Camden
Learning Corporation (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of
[ ],
2007 (“Trust Agreement”), this is to advise you that the Company has been
unable to effect a Business Combination (as defined in the Trust Agreement)
with
a target company within the time frame specified in the Amended and Restated
Certificate of Incorporation of the Company, as described in the Company’s
prospectus relating to its initial public offering.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account. The Company has appointed
[________________________] to serve as its Designated Paying Agent; accordingly,
you will notify the Company and the “Designated Paying Agent” in writing as to
when all of the funds in the Trust Account will be available for immediate
transfer (the “Transfer Date”). The Designated Paying Agent shall thereafter
notify you as to the account or accounts of the Designated Paying Agent that
the
funds in the Trust Account should be transferred to on the Transfer Date so
that
the Designated Paying Agent may commence distribution of such funds in
accordance with the Company’s instructions. You shall have no obligation to
oversee the Designated Paying Agent’s distribution of the funds. Upon the
payment to the Designated Paying Agent of all the funds in the Trust Account,
the Trust Agreement shall terminate in accordance with the terms
thereof.
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Very
truly yours,
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CAMDEN
LEARNING CORPORATION
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By:
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Xxxxx
X. Xxxxxxx
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Chief
Executive Officer
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Cc:
Xxxxxx Xxxxxx & Co. Inc.
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EXHIBIT
C
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AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
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AUTHORIZED
TELEPHONE
NUMBER(S)
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Company:
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Camden
Learning Corporation
000
Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx,
Xxxxxxxx 00000
Attn:
Xxxxx X. Xxxxxxx, President
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(000)
000-0000
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Xxxxxx
Xxxxxx
000
Xxxxx Xxxxxx, 00xx
xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxx, Managing Director
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(000)
000-0000
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Trustee:
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Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxxx X. Di Paolo
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(000)
000-0000
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SCHEDULE
A
Schedule
of fees pursuant to Section 3(c) of Investment Management Trust
Agreement
between
Camden Learning Corporation and
Continental
Stock Transfer & Trust Company
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Fee
Item
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Time
and method of payment
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Amount
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Initial
acceptance fee
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Initial
closing of IPO by wire transfer
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$
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1,000.00
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Annual
fee
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First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
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$
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3,000.00
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Transaction
processing fee for disbursements to Company under Sections 2(a) and
2(b)
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Deduction
by Trustee from disbursement made to Company under Section
2(b)
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$
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250.00
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Agreed:
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Dated:
November 29, 2007
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Camden
Learning Corporation
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By:
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/s/
Xxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxxxx
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Chief
Executive Officer
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Continental
Stock Transfer & Trust Co.
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By:
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/s/
Xxxxx X. XxXxxxx
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Authorized
Officer
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