Summary of CAMDEN LEARNING CORP

Entry into a Material Definitive Agreement, Amendments to Articles of Inc. o

Item 1.01. Entry Into a Material Definitive Agreement.

General

On August 7, 2009, Camden Learning Corporation, a Delaware corporation ("Camden"), Dlorah, Inc., a privately owned South Dakota corporation ("Dlorah"), and Dlorah Subsidiary, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Camden ("Merger Sub"), entered into an Agreement and Plan of Reorganization, which agreement was amended and restated in its entirety on August 11, 2009 (as amended, the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, the Dlorah stockholders have agreed to contribute all of the outstanding capital stock of Dlorah to Camden in exchange for shares of a newly created class of stock, warrants and restricted shares of currently authorized common stock of Camden, as further described below under the heading "Consideration." At the closing, Merger Sub will merge with and into Dlorah with Dlorah surviving as a wholly-owned subsidiary of Camden (the "Transaction"). In connection with the Transaction, Camden intends to apply to have its common stock and warrants listed on either the Nasdaq Capital Market or the Nasdaq Global Market, as the parties may mutually determine.

Camden's board of directors has unanimously approved the Merger Agreement and recommends that its stockholders vote to approve the Merger Agreement, and each other proposal to be set forth in the definitive proxy statement, at the special meeting of Camden's stockholders to be held pursuant to the terms of Camden's amended and restated certificate of incorporation. Camden's Board of Directors recommends that its warrantholders vote to approve the proposal set forth in the definitive proxy statement, at the special meeting of Camden's warrantholders, to amend the warrant agreement.

Dlorah, Inc., through one of its divisions, National American University, operates a private, for-profit university with 16 locations in seven states, as well as extensive online course offerings. National American University offers undergraduate and graduate career-oriented technical and professional degree programs for traditional, working adult and international learners at physical campuses and online. The university offers core academic programs in accounting, applied management, business administration, health care and information technology. The university also offers graduate degree programs that include a Master of Business Administration and a Master of Management degrees. Dlorah also develops, leases and sells luxury condominiums, apartments and townhouses in Rapid City, South Dakota.

If approved, the Transaction is expected to be consummated promptly following the receipt of approval from Camden stockholders and warrantholders and the satisfaction or waiver of the other conditions described herein and in the Merger Agreement.

The Merger Agreement is described in greater detail below. This description of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement which is attached hereto as Exhibit 2.1 and incorporated by reference herein. You are urged to read the entire Merger Agreement and the other exhibits attached hereto.

Consideration

Camden will acquire all of the outstanding shares of Dlorah through a structured transaction in connection with which the Dlorah stockholders will receive consideration as follows: (1) 100,000 shares of a class of stock to be created immediately prior to the Closing, such series to be known as Class A Stock (the "Class A Stock" or the "Stock Consideration"), which shares shall be convertible into 15,730,000 shares of Camden common stock, par value $0.0001 per share (the "Common Stock"), as such conversion number may be adjusted as described herein and in the Merger Agreement, (2) 2,800,000 newly issued common stock purchase warrants (the "Warrant Consideration") to purchase up to 2,800,000 shares of Common Stock at an exercise price of $5.50 per share, and (3) 575,000 shares of restricted Common Stock (the "Restricted Stock Consideration"), which such shares shall not be freely tradable until such time as the Common Stock trades at or above $8.00 per share for any sixty (60) consecutive trading day period; provided, that such shares of restricted Common Stock shall be forfeited on the fifth (5th) anniversary of the date of issuance if such restriction has not been satisfied (the Stock Consideration, the Warrant Consideration and the Restricted Stock Consideration are referred to collectively herein as the "Merger Consideration"). The Class A Stock shall be entitled to a quarterly accruing dividend equal to $0.11 per share (for a total of $0.44 per year) for the first two years following issuance and shall automatically convert into Common Stock at the end of such two year period. When and if a dividend is paid on the Class A Stock, the holders of Common stock will receive a dividend equal to one-fourth of the total of the dividend paid on the Class A Stock. The pro forma fully diluted enterprise value to shareholders is approximately $162,000,000.

If, as of the date of closing of the Transaction (the "Closing Date"), the Merger Consideration represents less than an aggregate of seventy percent (70%) of the issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis, then the number of shares of Common Stock into which the Class A Stock is convertible shall be increased such that the Merger Consideration equals seventy percent (70%) of the issued and outstanding capital stock of Camden, on an as-converted and fully diluted basis as of the Closing Date.

The Merger Consideration will also be adjusted if the average of the closing sales price of the Common Stock on the applicable trading market during the 10 trading day period ending immediately preceding the Closing Date is less than $7.00 per share. In that event, the number of shares of Common Stock into which the Class A Stock is convertible shall be increased such that the aggregate value of the Stock Consideration and Warrant Consideration would have the same aggregate value as if the average of the closing sales price of the Common Stock were $7.00 per share.

The net aggregate amount of proceeds held in Camden's trust account will be available for use as working capital of Dlorah following consummation of the Transaction. Pursuant to the Merger Agreement, such amount shall be no less than $22,166,290.00 after payment in full of any taxes then due and owing, the deferred underwriting fee owed to the underwriter's of Camden's initial public offering, any fees and expenses payable to Camden's investment bankers, attorneys, accountants and other advisors, any amounts paid to Camden stockholders, warrantholders or unit holders for conversion of their Common . . .

Item 8.01. Other Information.

Attached as Exhibit 99.2 to this Current Report is the form of presentation Camden expects to use in connection with presentations to certain of its securityholders, as well as other persons interested in purchasing securities of Camden, in connection with the Transaction. Such material may be deemed soliciting material in connection with the special meeting of Camden's stockholders to be held pursuant to the Merger Agreement.

Note Regarding Financial Information and Data of Dlorah

The financial information and data of Dlorah contained in certain of the exhibits to this Current Report is derived from Dlorah's unaudited financial statements and may not conform to Regulation S-X. Accordingly, such information and data may be adjusted and presented differently in the definitive proxy statement to be mailed to Camden's stockholders.

Note Regarding Non-GAAP Financial Measures

The investor presentation attached as an exhibit hereto contains certain non-GAAP financial measures, as defined under Regulation G of the rules and regulations of the SEC, including EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA (each as defined in the appendix to the investor presentation) are non-GAAP financial measures (i.e., they are not measures of financial performance under generally accepted accounting principles) and should not be considered in isolation or as a substitute for consolidated statements of operations and cash flows data prepared in accordance with GAAP. In addition, EBITDA and Adjusted EBITDA as used by Dlorah may not be comparable to similarly titled measures of other companies. For definitions of and additional information regarding EBITDA and Adjusted EBITDA, and a reconciliation of such measures to the most comparable financial measures calculated in accordance with GAAP, please refer to the appendix to the investor presentation.

EBITDA and Adjusted EBITDA are commonly used by financial analysts in evaluating performance of companies. Accordingly, Camden believes these financial measures may be useful to investors in assessing its operating performance. Camden and Dlorah also believe these measures allow a standardized comparison between private companies in the for-profit educational industry, while minimizing the differences from depreciation policies, financial leverage and tax strategies.

While Camden uses EBITDA and Adjusted EBITDA in managing and analyzing its business and financial condition and believes these measures are useful to its management and investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. Dlorah's management compensates for the shortcomings of EBITDA and Adjusted EBITDA by utilizing them in conjunction with their comparable GAAP financial measures.