Camden Partners Strategic Fund Iii Form 4 Primo Water / Shane H. Kim ownership change

LIMITED POWER OF ATTORNEY FOR SECTION 16
AND SECTION 13 REPORTING OBLIGATIONS
       Know all by these presents that the undersigned hereby makes, constitutes
and appoints J. Todd Sherman as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:
       (1)	execute for and on behalf of the undersigned, (i) Forms 3, 4, and 5
(including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act")
and (ii) Schedule 13D, Schedule 13G and Form 13F in accordance with Section 13
(and the rules thereunder) of the Exchange Act, to be filed in respect of the
undersigned's economic interest in certain affiliates of Camden Partners
Holdings, LLC (the "Company");
       (1)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, Schedule 13D, Schedule 13G, or Form 13F, or any other form or
report, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form or report with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID or any other application
materials to enable the undersigned to gain or maintain access to the Electronic
Data Gathering, Analysis and Retrieval system of the SEC;
       (4)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the securities owned
by the Company or its affiliates from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the herein
appointed attorney-in-fact and approves and ratifies any such release of
information; and
       (5)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor
the foregoing attorney-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.
       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D,
Schedule 13G, or Form 13F with respect to the undersigned's holdings of and
transactions in securities owned by the Company or its affiliates, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of March, 2014.
/s/ Donald W. Hughes
Donald W. Hughes