EXHIBIT
4.2

     

    NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

     

    COMMON
STOCK PURCHASE WARRANT

     

    CAMDEN
LEARNING CORPORATION

     

    
      	
              Warrant
      Shares: 2,166,360

            	 
      	
              Issue
      Date: November 23, 2009.

            


    

     

    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, H. & E. Buckingham Limited Partnership, or its
successors or assigns (the “Holder”) is entitled,
upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date set forth as the issue
date above (the “Initial Exercise
Date”) and on or prior to the close of business on November 22, 2011, the
two year anniversary of the Initial Exercise Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from National American
University Holdings, Inc., a Delaware corporation (the “Company”), up to
2,166,360 shares (the “Warrant Shares”) of
common stock, par value $0.001, of the Company (“Common Stock”). The
purchase price of one share of Common Stock under this Warrant shall be equal to
the Exercise Price, as defined in Section 2(b), subject to adjustment as
described in this Warrant.

     

    Section 1. Definitions.

     

    a)
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in that certain Agreement and Plan of Reorganization (the “Plan of Merger”),
dated August 7, 2009, among the Company, Dlorah Subsidiary, Inc. and Dlorah,
Inc., as amended by that certain Amended and Restated Agreement and Plan of
Reorganization (the “Amended and Restated Merger
Agreement”), dated August 11, 2009, as further amended by Amendment No. 1
to the Amended and Restated Agreement and Plan of Reorganization, dated October
26, 2009 (“Amendment
No. 1”, together with the Plan of Merger and Amended and Restated Merger
Agreement, collectively, the “Merger
Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b) “VWAP”
means, for any date, the price determined by the first of the following clauses
that applies: (a) first, if the Common Stock is then listed or quoted on a
Trading Market, the daily volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the Trading Market on which the
Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time)), (b) second, if the OTC Bulletin Board is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board, (c) third, if the Common Stock is not
then listed or quoted for trading on the OTC Bulletin Board and if prices for
the Common Stock are then reported in the “Pink Sheets” published by Pink OTC
Markets, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so
reported, or (d) finally, in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith
by the Holder and reasonably acceptable to the Company, the fees and expenses of
which shall be paid by the Company.

     

    c)
“Trading Day” means a day on which the principal Trading Market is open for
trading.

     

    d)
“Trading Market” means any of the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the NYSE
Alternext, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or
any successors to any of the foregoing).

     

    Section 2. Exercise.

     

    a) Exercise of
Warrant.  Exercise of the purchase rights represented by this
Warrant may be made, in whole or in part, at any time or times on or after the
Initial Exercise Date and on or before the Termination Date by delivery to the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company) of a duly executed facsimile copy of the Notice of
Exercise Form annexed hereto; and, within three (3) Trading Days of the date
said Notice of Exercise is delivered to the Company, the Company shall have
received payment of the aggregate Exercise Price of the shares thereby purchased
by wire transfer or cashier’s check or, if available, pursuant to the cashless
exercise procedure specified in Section 2(c) below. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which
case the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is
delivered to the Company.  The Holder, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the
purchase of a portion of the Warrant Shares hereunder, the number of Warrant
Shares available for purchase hereunder at any given time may be less than the
amount stated on the face hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b) Exercise
Price.  The exercise price per share of the Common Stock under
this Warrant shall be $5.50, subject to adjustment hereunder (the “Exercise
Price”).

     

    c) Cashless
Exercise.  This Warrant may also be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall
be entitled to receive a certificate for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:

     

    
      	 
      	
              (A)
      =

            	
              the
      VWAP on the Trading Day immediately preceding the date on which Holder
      elects to exercise this Warrant by means of a “cashless exercise,” as set
      forth in the applicable Notice of Exercise;

            
	 
      	
              (B)
      =

            	
              the
      Exercise Price of this Warrant; and

            
	 
      	
              (X)
      =

            	
              the
      number of Warrant Shares that would be issuable upon exercise of this
      Warrant in accordance with the terms of this Warrant if such exercise were
      by means of a cash exercise rather than a cashless
    exercise.

            


    

     

    d) Mechanics of
Exercise.

     

    i. Delivery of Certificates
Upon Exercise.  This Warrant shall be deemed to have been
exercised on the first date on which both the Notice of Exercise and payment of
the Exercise Price, if any, shall have been delivered to the Company. The
Warrant Shares shall be deemed to have been issued, and Holder or any other
person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date the Warrant has
been exercised, with payment to the Company of the Exercise Price (or by
cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, prior to the issuance of such shares, having been
paid.

     

    ii. Delivery of New Warrants
Upon Exercise.  If this Warrant shall have been exercised in
part, the Company shall, at the request of a Holder and upon surrender of this
Warrant, at the time of delivery of the certificate or certificates representing
Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

     

    iii.
No Fractional Shares
or Scrip.  No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall, at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole
share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    iv. Charges, Taxes and
Expenses.  Issuance
of certificates for Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder; provided, however, that
in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.

     

    v. Closing of
Books.  The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

     

    Section 3. Certain Adjustments and
Registration Rights.

     

    a) Stock Dividends Split
Ups.  If after the date hereof, and subject to the provisions
of Section 3(f) below, the number of outstanding shares of Common Stock is
increased by a stock dividend payable in shares of Common Stock, or by a split
up of shares of Common Stock, or other similar event, then, on the effective
date of such stock dividend, split up or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock.

     

    b) Aggregation of
Shares.  If after the date hereof, and subject to the
provisions of Section 3(f), the number of outstanding shares of Common Stock is
decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

     

    
      c) Adjustments in Exercise
Price. Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrant is adjusted, as provided in Section 3(a) and 3(b) above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.

       

    

    d) Replacement of Securities
upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 3(a) or (b) hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder shall thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Warrant and in lieu of
the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the Holder would
have received if such Holder had exercised his, her or its Warrant(s)
immediately prior to such event. The provisions of this Section 3(d) shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e) Notices of Changes in
Warrant.  Upon every adjustment of the Warrant Price or the
number of shares issuable on exercise of a Warrant, the Company shall give
written notice thereof to the Holder, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of the Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. Upon the occurrence of any event specified in
Sections 3(a), 3(b), 3(c) or 3(d), then, in any such event, the Company shall
give written notice to the Hlder, at the last address set forth for such Holder
in the Company’s records, of the record date or the effective date of
the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

     

    f) No Fractional
Shares.  Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 3, the Holder would be entitled, upon the exercise of such Warrant, to
receive a fractional interest in a share, the Company shall, upon such
exercise, round up to the nearest whole number the number of the shares of
Common Stock to be issued to the Holder.

     

    g) Form of
Warrant.  The form of this Warrant will not be changed because
of any adjustment pursuant to this Section 3 unless requested by Holder. Any
warrants issued in substitution of this Warrant, if any, after such adjustment
may state the same Warrant Price and the same number of shares as is stated in
this Warrant.

     

    h) Registration
Rights.  This Warrant and the Warrants Shares are subject to
certain registrations rights pursuant to the Registration Rights Agreement to be
executed in conjunction with this Warrant and the Merger Agreement (the
“Registration Rights Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 4. Transfer of
Warrant.

     

    
      a) Transferability.  Subject
to compliance with any applicable securities laws, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are
transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or his, her or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as
applicable, and in the denomination or denominations specified in such
instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new Holder for the purchase of Warrant Shares
without having a new Warrant issued.

    

     

    b) New
Warrants.  This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or his, her or its agent or
attorney. Subject to compliance with Section 4(a), as to any transfer which may
be involved in such division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be
divided or combined in accordance with such notice. All Warrants issued on
transfers or exchanges shall be identical with this Warrant except as to the
number of Warrant Shares issuable pursuant thereto.

     

    c) Warrant
Register.  The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the “Warrant
Register”), initially in the name of Holder and in the name of such other
Holders of this Warrant from time to time. The Company may deem and treat the
Holder as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.

     

    d) Transfer
Restrictions.  If, at the time of the surrender of this Warrant
in connection with any transfer of this Warrant, the transfer of this Warrant
shall not be either (i) registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or blue
sky laws or (ii) eligible for resale without volume or manner-of-sale
restrictions or current public information requirements pursuant to Rule 144,
the Company may require, as a condition of allowing such transfer, that
transferee of this Warrant comply with the terms, limitations and restrictions
hereof and of the Registration Rights Agreement.

     

    e) Representation by the
Holder.  The Holder, by the acceptance hereof, represents and
warrants that he, she or it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own
account and not with a view to or for distributing or reselling such Warrant
Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the
Securities Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section 5. Miscellaneous.

     

    a) No Rights as Stockholder
Until Exercise.  This Warrant does not entitle the Holder to
any voting rights, dividends or other rights as a stockholder of the Company
prior to the exercise hereof as set forth herein.

     

    b) Loss, Theft, Destruction or
Mutilation of Warrant.  The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Warrant, shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     

    c) Saturdays, Sundays,
Holidays, etc.  If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall not
be a Business Day, then, such action may be taken or such right may be exercised
on the next succeeding Business Day.

     

    d) Authorized
Shares.

     

    The
Company covenants that, during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and
payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges created by the Company in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such
issue).

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder as set forth in
this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof, as may be,
necessary to enable the Company to perform its obligations under this
Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof.

     

    e) Governing
Law.  This Warrant shall be governed by, construed and enforced
in accordance with the laws of the State of Delaware without regard to the
conflict of laws principles thereof. All actions, proceedings or claims arising
out of or relating to this Warrant shall be heard and determined exclusively in
any state or federal court located in New Castle County, Delaware. The parties
hereby (a) submit to the exclusive jurisdiction of any Delaware state or federal
court for the purpose of any actions, proceedings or claims arising out of or
relating to this Warrant brought by any party, and (b) irrevocably waive, and
agree not to assert by way of motion, defense or otherwise, in any such action,
proceeding or claim, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the action, proceeding or claim is brought in
an inconvenient forum, that the venue of the action, proceeding or claim is
improper, or that this Warrant or the transactions contemplated hereby may not
be enforced in or by any of the above-named courts. Each of the parties agree
that a final judgment in any action or proceeding with respect to which all
appeals have been taken or waived, shall be conclusive and may be enforced in
any other jurisdiction by suit on the judgment or in any other manner provided
by law. Each of parties irrevocably consents to the service of the summons and
complaint and any other process in any other action or proceeding relating to
the transactions contemplated by this Warrant, on behalf of itself or its
property, by personal delivery of copies of such process to such party. Nothing
in this Section 5(e) shall affect the right of any party to serve legal process
in any other manner permitted by law.

     

    f) Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.

     

    g) Nonwaiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of the Holder shall operate as a waiver
of such right or otherwise prejudice the Holder’s rights, powers or remedies,
notwithstanding the fact that all rights hereunder terminate on the Termination
Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant,
which results in any material damages to the Holder, the Company shall pay to
such Holder any amounts as shall be sufficient to cover any costs and expenses
including, but not limited to, reasonable attorneys’ fees, including those of
appellate proceedings, incurred by Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    h) Notices.  Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered in accordance with the notice
provisions of the Merger Agreement or pursuant to any Assignment Form duly
delivered to the Company by the Holder.

     

    i) Limitation of
Liability.  No provision hereof, in the absence of any
affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder,
shall give rise to any liability of the Holder for the purchase price of any
Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

     

    j) Remedies.  The
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees to waive and not to assert the
defense in any action for specific performance that a remedy at law would be
adequate.

     

    k) Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors and permitted assigns of the Company and the
successors and assigns of Holder. The provisions of this Warrant are intended to
be for the benefit of any Holder from time to time of this Warrant and shall be
enforceable by the Holder.

     

    l) Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.

     

    m) Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

     

    n) Headings.  The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.

     

    ********************

     

    
      (Signature
Pages Follow)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized as of the date first above
indicated.

     

     

    
      
        	 	
                CAMDEN
      LEARNING CORPORATION

              	 
	 	 	 	 
	
                 

              	
                By:
      

              		 
	 	 	Name:
      David Warnock	 
	 	 	Title:
      President	 
	
                 

              	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
OF EXERCISE

     

    TO:
[_______________________

     

    (1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.

     

    (2)
Payment shall take the form of (check applicable box):

     

    o in lawful money of the
United States; or

     

    o the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula
set forth in subsection 2(c) of this Warrant, to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 2(c).

     

    (3)
Please issue a certificate or certificates representing said Warrant Shares in
the name of the undersigned or in such other name as is specified
below:

     

    _______________________________

     

    The
Warrant Shares shall be delivered to the following DWAC Account Number or by
physical delivery of a certificate to:

     

    _______________________________

     

    _______________________________

     

    _______________________________

     

    [SIGNATURE
OF HOLDER]

     

    
      	Name of Investing
      Entity: 	 
	Signature of Authorized
      Signatory of Investing
      Entity: 	 
	Name of Authorized
      Signatory: 	 
	Title of Authorized
      Signatory: 	 
	Date:	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
FORM

     

    (To
assign the foregoing warrant, execute

     this
form and supply required information.

     Do
not use this form to exercise the warrant.)

     

    FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to

     

    _______________________________________________
whose address is

     

    _______________________________________________________________.

     

    _______________________________________________________________

     

    Dated:
______________, _______

     

    
      	Holder’s
      Signature: 	 
	 	 
	Holder’s Address:
      	 
	 	 
	 	 
	 	 
	 	 


    

     

    Signature
Guaranteed: _____________________________________________

     

    
      NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.