EXHIBIT 10.2

     

    AMENDMENT
NO. 1 TO THE WARRANT AGREEMENT

     

    This
Amendment, dated as of November 23, 2009 (the “Amendment”), to the Warrant
Agreement, dated as of November 29, 2007 (the “Warrant Agreement”), by and
between Camden Learning Corporation, a Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company, a New York corporation (“Warrant
Agent”).

     

    WHEREAS,
the Company consummated its initial public offering in November 2007, pursuant
to which the Company issued, after giving effect to the exercise of a portion of
the overallotment option, 6,626,300 units; and

     

    WHEREAS,
each unit consisted of one share of common stock, par value $0.0001 per share,
of the Company (the “Common Stock”) and one warrant to purchase one share of
Common Stock at an exercise price of $5.50 per share (the “Public Warrants”);
and

     

    WHEREAS,
in conjunction with its initial public offering, the Company privately placed
2,800,000 warrants, at $ 1.00 per warrant, to Camden Learning, LLC, a limited
liability company partially owned and controlled by Company officers and
directors (the “Private Warrants”), with each Private Warrant exercisable into
one share of Common Stock at $5.50 (the Private Warrants, together with the
Public Warrants, the “Warrants”); and

     

    WHEREAS,
the terms of the Warrants are governed by the Warrant Agreement and capitalized
terms used, but not defined, herein shall have the meaning given to such term in
the Warrant Agreement; and

     

    WHEREAS,
the Company has entered into that certain Agreement and Plan of Reorganization
dated August 7, 2009, as amended in its entirety by the Amended and Restated
Agreement and Plan of Reorganization dated August 11, 2009 (the “Merger
Agreement”), by and among Dlorah Subsidiary, Inc. (“Merger Sub”), a newly-formed
Delaware corporation and wholly-owned subsidiary of the Company and Dlorah,
Inc., a South Dakota corporation which owns and operates National American
University (Dlorah, Inc., together with its divisions and subsidiaries, is
referred to herein as “Dlorah”), pursuant to which Merger Sub will merge with
and into Dlorah with Dlorah surviving as a wholly-owned subsidiary of the
Company (the “Merger”). As a result of the Merger, the stockholders of Dlorah
will contribute all of the outstanding capital stock of Dlorah to the Company in
exchange for shares of a newly created class of common stock, common stock
purchase warrants and restricted shares of the Company’s currently authorized
common stock (collectively, the “Transaction”); and

    


    WHEREAS,
pursuant to the Merger Agreement, the Company agreed to seek the approval of the
holders of its outstanding Public Warrants to amend the Warrant Agreement to
require the Company to redeem all of the outstanding Public Warrants upon the
consummation of the Transaction at a price of $0.50 per warrant (the “Warrant
Redemption Proposal”); and

     

    WHEREAS,
a majority in interest of the outstanding Warrants has approved the Warrant
Redemption Proposal.

     

    NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
to amend the Warrant Agreement as set forth herein:


    
      
         


      

      
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    1. Warrant
Agreement.

     

    1.1 Redemption.
 Section 6 is hereby amended and restated in its entirety so that it now
reads in full as follows:

     

    6.1   
Redemption of
Warrants.  Notwithstanding anything contained herein to the
contrary, immediately prior to the consummation of the Business Combination (the
“Redemption Time”), the Company will call the Public Warrants for redemption
(the “Public Warrant Redemption”), in whole and not in part, at a price of FIFTY
HUNDREDTHS OF ONE DOLLAR ($0.50) per outstanding Public Warrant (the “Redemption
Consideration”). Notwithstanding anything contained herein to the contrary, upon
the consummation of the Business Combination, all Public Warrants shall
automatically be cancelled and cease to exist and the holders of certificates,
which immediately prior to the Redemption Time represented such Public Warrants,
shall cease to have any rights with respect to the Public Warrants other than
the right to receive the Redemption Consideration. As soon as reasonably
practicable following the Redemption Time, the Warrant Agent will, upon receipt
of any documents as may reasonably be required by the Warrant Agent, deliver
electronically through DTC to the record holders of the Public Warrants the
Redemption Consideration for further distribution and credit to the account of
the beneficial holders of such Public Warrants. The Company shall not be
required to provide any prior notice of such Public Warrant Redemption to the
holders of the Public Warrants other than as required by law.

     

    2. Miscellaneous.

     

    2.1 Governing Law.
 The validity, interpretation, and performance of this Amendment and of the
Public Warrants shall be governed in all respects by the laws of the State of
New York, without giving effect to conflicts of law principles. The parties
agree that all actions and proceedings arising out of this Amendment or any of
the transactions contemplated hereby shall be brought in the United States
District Court for the Southern District of New York or in a New York State
Court in the County of New York and that, in connection with any such action or
proceeding, submit to the jurisdiction of, and venue in, such court. Each of the parties hereto also
irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim arising out of this Amendment or the transactions contemplated
hereby.

     

    2.2 Binding Effect. 
This Amendment shall be binding upon and inure to the benefit of the parties
hereto and to their respective heirs, legal representatives, successors and
assigns.

     

    2.3 Entire Agreement.
 This Amendment sets forth the entire agreement and understanding between
the parties as to the subject matter thereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them.
Except as set forth in this Amendment, provisions of the Warrant Agreement which
are not inconsistent with this Amendment shall remain in full force and
effect.

     

    2.4 Severability. 
This Amendment shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability
of this Amendment or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as part of this Amendment a provision as
similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.


    
      
         


      

      
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    2.5 Counterparts.
 This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall constitute but one and the same instrument.

     

    2.6 Indemnity. 
Notwithstanding any provision of this Amendment or the Warrant Agreement to the
contrary, the Company hereby agrees to indemnify the Warrant Agent and save it
harmless from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses incurred by the Warrant Agent in connection
with any action, suit or other proceeding brought against the Warrant Agent
involving any claim or potential claim, or in connection with any claim or
demand, which in any way arises out of or relates to this Amendment or the
Warrant Agent’s execution thereof.

     

    [Signature
Page Follows]


    
      
         


      

      
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    IN WITNESS WHEREOF,
the undersigned have executed
this Amendment to the Warrant Agreement as of the date first set forth
above.

     

    CAMDEN
LEARNING CORPORATION

    


    
      
        	
                By:

              	
                /s/ David Warnock

              
	
                Name:

              	
                David
      Warnock

              
	
                Title:

              	
                Chief
      Executive Officer

              


      

    

    


    CONTINENTAL
STOCK TRANSFER &

    TRUST COMPANY, as
Warrant Agent


    
      
        
          
            	
                    By:

                  	
                    /s/ Alexandra Albrecht

                  
	
                    Name:

                  	
                    Alexandra
      Albrecht

                  
	
                    Title:

                  	
                    Vice
      President

                  


          

        

      

    

     

    Acknowledged
and Agreed:

     

    MORGAN
JOSEPH & CO.

    
      
        	
                By:

              	
                /s/ Tina Pappas

              
	
                Name:

              	
                Tina
      Pappas

              
	
                Title:

              	
                Managing
      Director

              


      

    

     

    Signature Page to Amendment No. 1 to Warrant
Agreement