EXHIBIT 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of November 29, 2007 by and between
Camden Learning Corporation (the “Company”) whose
principal office is located at 500 East Pratt Street, Suite
1200, Baltimore, Maryland 21202 and Continental Stock Transfer
& Trust Company (“Trustee”) located at 17
Battery Place, New York, New York 10004.
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,
Morgan Joseph & Co. Inc. (“Morgan Joseph”) 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
Morgan Joseph and in the event the securities offered in the
IPO are registered in Colorado, pursuant to Section 11-51-302
(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 Morgan Joseph 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 JP Morgan 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 Bill
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 Morgan Joseph 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
Morgan Joseph 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 Morgan Joseph 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 Morgan Joseph
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 Morgan Joseph 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;
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