EXHIBIT
      4.5

     

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) MORGAN JOSEPH & CO. INC (“MORGAN JOSEPH”), OR AN UNDERWRITER OR A
      SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
      OR
      PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR SELECTED
      DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      CAMDEN LEARNING CORPORATION (“COMPANY”) OF A SHARE CAPITAL EXCHANGE, ASSET
      ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE OPERATING
      BUSINESSES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
      REGISTRATION STATEMENT (DEFINED HEREIN)) OR NOVEMBER 29, 2008. VOID AFTER 5:00
      P.M. NEW YORK CITY LOCAL TIME, NOVEMBER 29, 2012. 

     

    UNIT
      PURCHASE OPTION

    FOR
      THE PURCHASE OF

    625,000
      UNITS

    OF

    CAMDEN
      LEARNING CORPORATION

     

    1.
      Purchase
      Option.

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Morgan
      Joseph or its registered assigns (the “Holder”), as registered owner of this
      Purchase Option, to Camden Learning Corporation (the “Company”), the Holder is
      entitled, at any time or from time to time upon the later of the consummation
      of
      a Business Combination or , 2008 (“Commencement Date”), and at or before 5:00
      p.m., New York City local time , 2012 (“Expiration Date”), but not thereafter,
      to subscribe for, purchase and receive, in whole or in part, up to 625,000
      units
      (“Units”) of the Company, each Unit consisting of one share of common stock of
      the Company, par value $0.0001 per share (“Common Share(s)”), and one warrant
      (“Warrant(s)”) expiring four years
      from the effective date (“Effective Date”) of the registration statement
      (“Registration Statement”) pursuant to which Units are offered for sale to the
      public (“Offering”). Except as otherwise specifically set forth herein, each
      Warrant is the same as the warrants included in the Units being registered
      for
      sale to the public by way of the Registration Statement (“Public Warrants”). If
      the Expiration Date is a day on which banking institutions are authorized by
      law
      to close, then this Purchase Option may be exercised on the next succeeding
      day
      which is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $9.60 per Unit so purchased; provided, however, that upon the
      occurrence of any of the events specified in Section 6 hereof, the rights
      granted by this Purchase Option, including the exercise price per Unit and
      the
      number of Units (and Common Shares and Warrants) to be received upon such
      exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price of the
      Warrant, depending on the context.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Exercise.

     

    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      payable in cash or by certified check or official bank check or wire transfer
      of
      immediately available funds to an account designated by the Company. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., New York City local time, on the Expiration Date this Purchase Option
      shall become and be void without further force or effect, and all rights
      represented hereby shall cease and expire.

     

    2.2 Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (“Act”):

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”) or applicable state law. Neither the
      securities nor any interest therein may be offered for sale, sold or otherwise
      transferred except pursuant to an effective registration statement under the
      Act, or pursuant to an exemption from registration under the Act and applicable
      state law which, in the opinion of counsel to the Company, is
      available.”

     

    
      
        
        

      

      
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    2.3 Cashless
      Exercise.

     

    2.3.1 Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable (and in lieu of being entitled to receive
      Common Shares and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (the “Conversion Right”)
      as follows: upon exercise of the Conversion Right, the Company shall deliver
      to
      the Holder (without payment by the Holder of any of the Exercise Price in cash)
      that number of Common Shares and Warrants comprising that number of Units equal
      to the quotient obtained by dividing (x) the “Value” (as defined below) of the
      portion of the Purchase Option being converted by (y) the Current Market Value
      (as defined below) of the portion of the Purchase Option being converted. The
      “Value” of the portion of the Purchase Option being converted shall equal the
      remainder derived from subtracting (a) (i) the Exercise Price multiplied by
      (ii)
      the number of Units underlying the portion of this Purchase Option being
      converted from (b) the Current Market Value of a Unit multiplied by the number
      of Units underlying the portion of the Purchase Option being converted. As
      used
      herein, the term “Current Market Value” per Unit at any date means: (A) in the
      event that neither the Units nor Warrants are still trading, the remainder
      derived from subtracting (x) the exercise price of the Warrants multiplied
      by
      the number of Common Shares issuable upon exercise of the Warrants underlying
      one Unit from (y) (i) the Current Market Price of the Common Shares multiplied
      by (ii) the number of Common Shares underlying one Unit, which shall include
      the
      Common Shares underlying the Warrants included in such Unit; (B) in the event
      that the Units, Common Shares and Warrants are still trading, (i) if the Units
      are listed on a national securities exchange or quoted on the Nasdaq Global
      Market, Nasdaq Capital Market or OTC Bulletin Board (or successor such as the
      Bulletin Board Exchange), the average of the last sale price of the Units in
      the
      principal trading market for the Units as reported by the exchange, Nasdaq
      or
      FINRA, as the case may be, for the ten (10) Trading Days ending on the third
      business day prior to exercise; or (ii) if the Units are not listed on a
      national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
      Capital Market or the OTC Bulletin Board (or successor exchange), but is traded
      in the residual over-the-counter market, the average of the closing bid price
      for Units for the ten (10) Trading Days ending on the third business day prior
      to exercise for which such quotations are reported by the Pink Sheets, LLC
      or
      similar publisher of such quotations; and (C) in the event that the Units are
      not still trading but the Common Shares and Warrants underlying the Units are
      still trading, the Current Market Price of the Common Shares plus the product
      of
      (x) the Current Market Price of the Warrants and (y) the number of Common Shares
      underlying the Warrants included in one Unit. The “Current Market Price” shall
      mean (i) if the Common Shares (or Warrants, as the case may be) are listed
      on a
      national securities exchange or quoted on the Nasdaq Global Market, Nasdaq
      Capital Market or OTC Bulletin Board (or successor such as the Bulletin Board
      Exchange), the last sale price of the Common Shares (or Warrants) in the
      principal trading market for the Common Shares as reported by the exchange,
      Nasdaq or FINRA, as the case may be, on the last trading day preceding the
      date
      in question; (ii) if the Common Shares (or Warrants, as the case may be) are
      not
      listed on a national securities exchange or quoted on the Nasdaq Global Market,
      Nasdaq Capital Market or the OTC Bulletin Board (or successor exchange), but
      are
      traded in the residual over-the-counter market, the closing bid price for the
      Common Shares (or Warrants) on the last trading day preceding the date in
      question for which such quotations are reported by the Pink Sheets, LLC or
      similar publisher of such quotations; and (iii) if the fair market value of
      the
      Common Shares cannot be determined pursuant to clause (i) or (ii) above, such
      price as the Board of Directors of the Company shall determine, in good
      faith.

     

    2.3.2 Mechanics
      of Cashless Exercise.
      The
      Conversion Right may be exercised by the Holder on any business day on or after
      the Commencement Date and not later than the Expiration Date by delivering
      the
      Purchase Option with the duly executed exercise form attached hereto with the
      cashless exercise section completed to the Company, exercising the
      Conversion Right
      and
      specifying the total number of Units the Holder will purchase pursuant to such
      Cashless Exercise Right.

     

    2.3.3 Warrant
      Exercise.
      Any
      warrants underlying the Units shall be issued pursuant to and subject to the
      terms and conditions set forth in the Warrant Agreement, dated as of November
      29, 2007, between the Company and Continental Stock Transfer & Trust
      Company, acting as Warrant Agent (the “Warrant Agreement”); provided, that the
      exercise price of the Warrants shall be as set forth herein.

     

    2.4 Effective
      Registration Statement.
      The
      Warrants underlying this Purchase Option are exercisable only during those
      periods of time in which the Company maintains the effectiveness of the
      Registration Statement. If the Company fails to maintain the effectiveness
      of
      the Registration Statement, the Warrants underlying this Purchase Option may
      expire worthless.

     

    
      
        
        

      

      
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    3.
      Transfer.

     

    3.1 General
      Restrictions.
      The
      Holder of this Purchase Option, by its acceptance hereof, agrees that it will
      not sell, transfer, assign, pledge or hypothecate this Purchase Option or its
      underlying shares for a period of one year following the Effective Date to
      anyone other than (i) Morgan Joseph or an underwriter or a selected dealer
      in
      connection with the Offering, or (ii) a bona fide officer or partner of Morgan
      Joseph or of any such underwriter or selected dealer in accordance with the
      Financial Industry Regulatory Authority (“FINRA”) Conduct Rule 2710(g)(1) or
      cause this Purchase Option or the Securities issuable hereunder to be the
      subject of any hedging, short sale, derivative, put or call transaction that
      would result in the effective economic disposition of this Purchase Option
      or
      the Securities hereunder, except as provided for in FINRA Rule 2710(g)(2).
      On
      and after the first anniversary of the Effective Date, transfers to others
      may
      be made subject to compliance with or exemptions from applicable securities
      laws. In order to make any permitted assignment, the Holder must deliver to
      the
      Company the assignment form attached hereto duly executed and completed,
      together with the Purchase Option and payment of all transfer taxes, if any,
      payable in connection therewith. The Company shall within five business days
      transfer this Purchase Option on the books of the Company and shall execute
      and
      deliver a new Purchase Option or Purchase Options of like tenor to the
      appropriate assignee(s) expressly evidencing the right to purchase the aggregate
      number of Units purchasable hereunder or such portion of such number as shall
      be
      contemplated by any such assignment.

     

    3.2 Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the securities may be transferred pursuant to an exemption from registration
      under the Act and applicable state securities laws, the availability of which
      is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of McDermott Will & Emery LLP shall be deemed
      satisfactory evidence of the availability of an exemption), or (ii) a
      registration statement or a post-effective amendment to the Registration
      Statement relating to such securities has been filed by the Company and declared
      effective by the Securities and Exchange Commission (the “Commission”) and
      compliance with applicable state securities law has been
      established.

     

    4.
      New
      Purchase Options to be Issued.

     

    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and except in the
      case of an exercise of this Purchase Option contemplated by Section 2.3 hereof,
      funds sufficient to pay any Exercise Price and/or transfer tax, the Company
      shall cause to be delivered to the Holder without charge a new Purchase Option
      of like tenor to this Purchase Option in the name of the Holder evidencing
      the
      right of the Holder to purchase the number of Units purchasable hereunder as
      to
      which this Purchase Option has not been exercised or assigned.

     

    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

     

    
      
        
        

      

      
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    5.
      Registration
      Rights.

     

    5.1 Demand
      Registration.

     

    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of a
      majority in interest of the Purchase Options and/or the underlying Units and/or
      the underlying securities (“Majority Holders”), agrees to register (the “Demand
      Registration”) under the Act, all or any portion of the Purchase Options
      requested by the Majority Holders in the Initial Demand Notice and all of the
      securities underlying such Purchase Options, including the Units, Common Shares,
      the Warrants and the Common Shares underlying the Warrants (collectively, the
      “Registrable Securities”). On such occasion, the Company will file a
      registration statement or a post-effective amendment to the Registration
      Statement covering the Registrable Securities within sixty days after receipt
      of
      the Initial Demand Notice and use its best efforts to have such registration
      statement or post-effective amendment declared effective as soon as possible
      thereafter. The demand for registration may be made at any time during a period
      of five years beginning on the Effective Date. The Initial Demand Notice shall
      specify the number of shares of Registrable Securities proposed to be sold
      and
      the intended method(s) of distribution thereof. The Company will notify all
      Holders of the Purchase Options and/or Registrable Securities of the demand
      within ten (10) days from the date of the receipt of any such Initial Demand
      Notice. Each holder of Registrable Securities who wishes to include all or
      a
      portion of such holder’s Registrable Securities in the Demand Registration (each
      such holder including shares of Registrable Securities in such registration,
      a
“Demanding Holder”) shall so notify the Company within fifteen (15) days after
      the receipt by the holder of the notice from the Company. Upon any such request,
      the Demanding Holders shall be entitled to have their Registrable Securities
      included in the Demand Registration, subject to Section 5.1.4. The Company
      shall
      not be obligated to effect more than one Demand Registration under this Section
      5.1 in respect of the Registrable Securities.

     

    5.1.2 Effective
      Registration.
      A
      registration will not count as a Demand Registration until the registration
      statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided, however, that if, after
      such registration statement has been declared effective, the offering of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the registration statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until, (i) such
      stop order or injunction is removed, rescinded or otherwise terminated, and
      (ii)
      a majority-in-interest of the Demanding Holders thereafter elect to continue
      the
      offering.

     

    5.1.3 Underwritten
      Offering.
      If the
      Majority Holders so elect and such holders so advise the Company as part of
      the
      Initial Demand Notice, the offering of such Registrable Securities pursuant
      to
      such Demand Registration shall be in the form of an underwritten offering.
      In
      such event, the right of any holder to include its Registrable Securities in
      such registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein. All Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the underwriter or underwriters
      selected for such underwriting by the Majority Holders.

     

    
      
        
        

      

      
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    5.1.4 Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other Common Shares
      or
      other securities which the Company desires to sell and the Common Shares, if
      any, as to which registration has been requested pursuant to written contractual
      piggy-back registration rights held by other shareholders of the Company who
      desire to sell, exceeds the maximum dollar amount or maximum number of shares
      that can be sold in such offering without adversely affecting the proposed
      offering price, the timing, the distribution method, or the probability of
      success of such offering (such maximum dollar amount or maximum number of
      shares, as applicable, the “Maximum Number of Shares”), then the Company shall
      include in such registration: (i) first, the Registrable Securities as to which
      Demand Registration has been requested by the Demanding Holders (pro rata in
      accordance with the number of shares that each such Person has requested be
      included in such registration, regardless of the number of shares held by each
      such Person (such proportion is referred to herein as “Pro Rata”)) that can be
      sold without exceeding the Maximum Number of Shares; (ii) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (i), the Common Shares or other securities that the Company desires
      to
      sell that can be sold without exceeding the Maximum Number of Shares; (iii)
      third, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (i) and (ii), the Common Shares or other securities
      registrable pursuant to the terms of the Registration Rights Agreement between
      the Company and the initial investors in the Company, dated as of , 2007 (the
      “Registration Rights Agreement” and such registrable securities, the “Investor
      Securities”) as to which “piggy-back” registration has been requested by the
      holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number
      of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares
      have
      not been reached under the foregoing clauses (i), (ii), and (iii), the Common
      Shares or other securities for the account of other persons that the Company
      is
      obligated to register pursuant to written contractual arrangements with such
      persons and that can be sold without exceeding the Maximum Number of
      Shares.

     

    5.1.5 Withdrawal.
      If a
      majority in interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      underwriter or underwriters of their request to withdraw prior to the
      effectiveness of the registration statement filed with the Commission with
      respect to such Demand Registration. In such event, the Company need not seek
      effectiveness of such Registration Statement for the benefit of the initial
      investors in the Company. If the majority-in-interest of the Demanding Holders
      withdraws from a proposed offering relating to a Demand Registration, then
      such
      registration shall not count as a Demand Registration provided for in Section
      5.1.

     

    
      
        
        

      

      
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    5.1.6 State
      Securities Laws Compliance.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Majority Holders; provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a state in which such
      registration would cause (i) the Company to be obligated to qualify to do
      business in such state, or would subject the Company to taxation as a foreign
      corporation doing business in such jurisdiction or (ii) the principal
      shareholders of the Company to be obligated to escrow their shares of share
      capital of the Company. 

     

    5.1.7 Period
      of Effectiveness.
      The
      Company shall cause any registration statement filed pursuant to the Demand
      Registration to remain effective until the first to occur of (i) sale or
      transfer of all the Registrable Securities included in such registration
      statement and (ii) nine months from the effective date of such registration
      statement, which period shall be extended by the number of days in such period
      that the Company has advised the Demanding Holders they cannot sell their
      Registrable Securities under the registration statement.

     

    5.2
      Piggy-Back
      Registration.

     

    5.2.1 Piggy-Back
      Rights.
      If at
      any time during the seven year period commencing on the Effective Date the
      Company proposes to file a registration statement under the Act with respect
      to
      an offering of equity securities, or securities or other obligations exercisable
      or exchangeable for, or convertible into, equity securities, by the Company
      for
      its own account or for shareholders of the Company for their account (or by
      the
      Company and by shareholders of the Company including, without limitation,
      pursuant to Section 5.1), other than a registration statement (i) filed in
      connection with any employee share option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      shareholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing underwriter or
      underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within fifteen (15) days following receipt of such notice (a “Piggy-Back
      Registration”). The Company shall cause such Registrable Securities to be
      included in such registration and shall use its best efforts to cause the
      managing underwriter or underwriters of a proposed underwritten offering to
      permit the Registrable Securities requested to be included in a Piggy-Back
      Registration on the same terms and conditions as any similar securities of
      the
      Company and to permit the sale or other disposition of such Registrable
      Securities in accordance with the intended method(s) of distribution thereof.
      All holders of Registrable Securities proposing to distribute their securities
      through a Piggy-Back Registration that involves an underwriter or underwriters
      shall enter into an underwriting agreement in customary form with the
      underwriter or underwriters selected for such Piggy-Back
      Registration.

     

    
      
        
        

      

      
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    5.2.2 Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of Common Shares which
      the Company desires to sell, taken together with Common Shares, if any, as
      to
      which registration has been demanded pursuant to written contractual
      arrangements with persons other than the holders of Registrable Securities
      hereunder, the Registrable Securities as to which registration has been
      requested under this Section 5.2, and the Common Shares, if any, as to which
      registration has been requested pursuant to the written contractual piggy-back
      registration rights of other shareholders of the Company, exceeds the Maximum
      Number of Shares, then the Company shall include in any such
      registration:

     

    (a) If
      the
      registration is undertaken for the Company’s account: (A) first, the Common
      Shares or other securities that the Company desires to sell that can be sold
      without exceeding the Maximum Number of Shares; (B) second, to the extent that
      the Maximum Number of Shares has not been reached under the foregoing clause
      (A), the Common Shares or other securities, if any, comprised of Registrable
      Securities and Investor Securities, as to which registration has been requested
      pursuant to the applicable written contractual piggy-back registration rights
      of
      such security holders, Pro Rata, that can be sold without exceeding the Maximum
      Number of Shares; and (C) third, to the extent that the Maximum Number of shares
      has not been reached under the foregoing clauses (A) and (B), the Common Shares
      or other securities for the account of other persons that the Company is
      obligated to register pursuant to written contractual piggy-back registration
      rights with such persons and that can be sold without exceeding the Maximum
      Number of Shares;

     

    (b) If
      the
      registration is a “demand” registration undertaken at the demand of holders of
      Investor Securities, (A) first, the Common Shares or other securities for the
      account of the demanding persons, Pro Rata, that can be sold without exceeding
      the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clause (A), the Common Shares
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), the shares of Registrable Securities, Pro Rata, as to which
      registration has been requested pursuant to the terms hereof, that can be sold
      without exceeding the Maximum Number of Shares; and (D) fourth, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (A), (B) and (C), the Common Shares or other securities for the account
      of other persons that the Company is obligated to register pursuant to written
      contractual arrangements with such persons, that can be sold without exceeding
      the Maximum Number of Shares; and 

     

    (c) If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than either the holders of Registrable Securities or of Investor
      Securities, (A) first, the Common Shares or other securities for the account
      of
      the demanding persons that can be sold without exceeding the Maximum Number
      of
      Shares; (B) second, to the extent that the Maximum Number of Shares has not
      been
      reached under the foregoing clause (A), the Common Shares or other securities
      that the Company desires to sell that can be sold without exceeding the Maximum
      Number of Shares; (C) third, to the extent that the Maximum Number of Shares
      has
      not been reached under the foregoing clauses (A) and (B), collectively the
      Common Shares or other securities comprised of Registrable Securities and
      Investor Securities, Pro Rata, as to which registration has been requested
      pursuant to the terms hereof and of the Registration Rights Agreement, as
      applicable, that can be sold without exceeding the Maximum Number of Shares;
      and
      (D) fourth, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (A), (B) and (C), the Common Shares or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons, that
      can be sold without exceeding the Maximum Number of Shares. 

     

    
      
        
        

      

      
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    5.2.3 Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the registration statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 5.4.1.

     

    5.3 No
      Net-Cash Settlement or Damages Upon Failure of Registration.
      In no
      event shall the registered holder of this Purchase Option and the Warrants
      underlying the Purchase Option be entitled to (i) net-cash settlement of this
      Purchase Option or the Warrants underlying the Purchase Option, regardless
      of
      whether any or all of the Registrable Securities have been registered by the
      Company pursuant to an effective registration statement, or (ii) receive any
      damages if any or all of the Registrable Securities have not been registered
      by
      the Company pursuant to an effective registration statement, subject to the
      requirement that the Company use its best efforts to have a registration
      statement or post-effective amendment filed pursuant to this Section declared
      effective as soon as possible after receiving the Initial Demand Notice. In
      the
      event there is no effective registration statement related to the issuance
      or
      exercise of the Warrants contained within the Units, that portion of the Units
      may not be exercised by the holder and therefore may expire and be
      worthless.

     

    5.4
      General
      Terms.

     

    5.4.1 Registration
      Expenses.
      The
      Company shall bear all fees and expenses incurred in connection with any Demand
      Registration or any Piggy-Back Registration, and all expenses incurred in
      performing or complying with its other obligations under this Agreement, whether
      or not the Registration Statement becomes effective or whether any or all
      Demanding Holders of Registrable Securities withdraw from any Registration
      Statement, including, without limitation: (i) all registration and filing fees;
      (ii) fees and expenses of compliance with securities or “blue sky” laws
      (including fees and disbursements of counsel in connection with blue sky
      qualifications of the Registrable Securities); (iii) printing expenses; (iv)
      the
      Company’s internal expenses (including, without limitation, all salaries and
      expenses of its officers and employees); (v) the fees and expenses incurred
      in
      connection with the listing of the Registrable Securities; (vi) FINRA fees;
      (vii) fees and disbursements of counsel for the Company and fees and expenses
      for independent certified public accountants retained by the Company (including
      the expenses or costs associated with the delivery of any opinions or comfort
      letters); (viii) the fees and expenses of any special experts retained by the
      Company in connection with such registration and (ix) the fees and expenses
      of
      one legal counsel selected by the holders of a majority-in-interest of the
      Registrable Securities included in such registration. The Company shall have
      no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the holders thereof, which
      underwriting discounts or selling commissions shall be borne by such holders.
      Additionally, in an underwritten offering, all selling shareholders and the
      Company shall bear the expenses of the underwriter pro rata in proportion to
      the
      respective amount of shares each is selling in such offering.

     

    
      
        
        

      

      
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    5.4.2 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holder(s) within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the underwriters contained in Section 5 of the Underwriting Agreement
      between the Company, Morgan Joseph and the other underwriters named therein
      dated the Effective Date. The Holder(s) of the Registrable Securities to be
      sold
      pursuant to such registration statement, and their successors and assigns,
      shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
      damage, expense or liability (including all reasonable attorneys’ fees and other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent and with the same effect
      as
      the provisions contained in Section 5 of the Underwriting Agreement pursuant
      to
      which the underwriters have agreed to indemnify the Company.

     

    5.4.3 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.4.4 Documents
      Delivered to Holders.
      The
      Company shall furnish Morgan Joseph, as representative of the Holders
      participating in any of the foregoing offerings, a signed counterpart, addressed
      to the participating Holders, of (i) an opinion of counsel to the Company,
      dated
      the effective date of such registration statement (and, if such registration
      includes an underwritten public offering, an opinion dated the date of the
      closing under any underwriting agreement related thereto), and (ii) a “cold
      comfort” letter dated the effective date of such registration statement (and, if
      such registration includes an underwritten public offering, a letter dated
      the
      date of the closing under the underwriting agreement) signed by the independent
      public accountants who have issued a report on the Company’s financial
      statements included in such registration statement, in each case covering
      substantially the same matters with respect to such registration statement
      (and
      the prospectus included therein) and, in the case of such accountants’ letter,
      with respect to events subsequent to the date of such financial statements,
      as
      are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
      securities. The Company shall also deliver promptly to Morgan Joseph, as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission and the Company, its counsel or auditors and all memoranda relating
      to discussions with the Commission or its staff with respect to the registration
      statement and permit Morgan Joseph, as representative of the Holders, to do
      such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of FINRA. Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as Morgan Joseph, as representative of the Holders, shall
      reasonably request. The Company shall not be required to disclose any
      confidential information or other records to Morgan Joseph, as representative
      of
      the Holders, or to any other person, until and unless such persons shall have
      entered into reasonable confidentiality agreements (in form and substance
      reasonably satisfactory to the Company), with the Company with respect
      thereto.

     

    
      
        
        

      

      
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    5.4.5 Documents
      to be Delivered by Holder(s).
      Each
      Holder participating in any of the foregoing offerings shall furnish to the
      Company a completed and executed questionnaire provided by the Company
      requesting information customarily sought of selling
      securityholders.

     

    5.4.6 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders whose Registrable Securities
      are
      being registered pursuant to this Section 5, which managing underwriter shall
      be
      reasonably acceptable to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company and its legal counsel, each
      Holder and such managing underwriters, and shall contain such representations,
      warranties and covenants by the Company and such other terms as are customarily
      contained in agreements of that type used by the managing underwriter. The
      Holders shall be parties to any underwriting agreement relating to an
      underwritten sale of their Registrable Securities and may, at their option,
      require that any or all the representations, warranties and covenants of the
      Company to or for the benefit of such underwriters shall also be made to and
      for
      the benefit of such Holders. Such Holders shall not be required to make any
      representations or warranties to or agreements with the Company or the
      underwriters except as they may relate to such Holders and their intended
      methods of distribution. Such Holders, however, shall agree to such covenants
      and indemnification and contribution obligations for selling shareholders as
      are
      customarily contained in agreements of that type used by the managing
      underwriter. Further, such Holders shall execute appropriate custody agreements
      and otherwise cooperate fully in the preparation of the registration statement
      and other documents relating to any offering in which they include securities
      pursuant to this Section 5. Each Holder shall also furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

     

    
      
        
        

      

      
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    5.4.7 Rule
      144 Sale.
      Notwithstanding anything contained in this Section 5 to the contrary, the
      Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
      registration of Registrable Securities held by any Holder (i) where such Holder
      would then be entitled to sell under Rule 144 within any three-month period
      (or
      such other period prescribed under Rule 144 as may be provided by amendment
      thereof) all of the Registrable Securities then held by such Holder, and (ii)
      where the number of Registrable Securities held by such Holder is within the
      volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder
      were an affiliate within the meaning of Rule 144).

     

    5.4.8 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the registration statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    6. Adjustments.

     

    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1 Share
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.3 below,
      the
      number of outstanding Common Shares is increased by a share dividend payable
      in
      Common Shares or by a split-up of Common Shares or other similar event, then,
      on
      the effective date thereof, the number of Common Shares underlying each of
      the
      Units purchasable hereunder shall be increased in proportion to such increase
      in
      outstanding shares. In such case, the number of Common Shares, and the exercise
      price applicable thereto, underlying the Warrants underlying each of the Units
      purchasable hereunder shall be adjusted in accordance with the terms of the
      Warrants. For example, if the Company declares a two-for-one share dividend
      and
      at the time of such dividend this Purchase Option is for the purchase of one
      Unit at $9.60 per whole Unit (each Warrant underlying the Units is exercisable
      for $6.71 per share), upon effectiveness of the dividend, this Purchase Option
      will be adjusted to allow for the purchase of one Unit at $9.60 per Unit, each
      Unit entitling the holder to receive two Common Shares and two Warrants (each
      Warrant exercisable for $3.36 per share).

     

    6.1.2 Extraordinary
      Dividend.
      If the
      Company, at any time while this Purchase Option is outstanding and unexpired,
      shall pay a dividend or make a distribution in cash, securities or other assets
      to the holders of Common Stock (or other shares of the Company’s capital stock
      receivable upon exercise of the Purchase Option), other than (i) as described
      in
      Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other periodic
      dividends, (iii) in connection with the redemption rights of the holders of
      Common Stock upon consummation of the Company’s initial Business Combination or
      (iv) in connection with the Company’s liquidation and the distribution of its
      assets upon its failure to consummate a Business Combination (any such
      non-excluded event being referred to herein as an “Extraordinary Dividend”),
      then the Exercise Price shall be decreased, effective immediately after the
      effective date of such Extraordinary Dividend, by the amount of cash and/or
      the
      fair market value (as determined by the Company’s Board of Directors, in good
      faith) of any securities or other assets paid on each share of Common Stock
      in
      respect of such Extraordinary Dividend.

     

    
      
        
        

      

      
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    6.1.3 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.3, the number
      of outstanding Common Shares is decreased by a consolidation, combination or
      reclassification of Common Shares or other similar event, then, on the effective
      date thereof, the number of Common Shares underlying each of the Units
      purchasable hereunder shall be decreased in proportion to such decrease in
      outstanding shares. In such case, the number of Common Shares, and the exercise
      price applicable thereto, underlying the Warrants underlying each of the Units
      purchasable hereunder shall be adjusted in accordance with the terms of the
      Warrants.

     

    6.1.4 Replacement
      of Securities Upon Reorganization, Etc.
      In case
      of any reclassification or reorganization of the outstanding Common Shares
      other
      than a change covered by Section 6.1.1 or 6.1.3 hereof or that solely affects
      the par value of such Common Shares, 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 Common Shares), or in the case of any sale or conveyance to another
      corporation or entity of the property of the Company as an entirety or
      substantially as an entirety in connection with which the Company is dissolved,
      the Holder of this Purchase Option shall have the right thereafter (until the
      expiration of the right of exercise of this Purchase Option) to receive upon
      the
      exercise hereof, for the same aggregate Exercise Price payable hereunder
      immediately prior to such event, the kind and amount of shares 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, by a Holder of the number of Common Shares of the Company
      obtainable upon exercise of this Purchase Option and the underlying Warrants
      immediately prior to such event; and if any reclassification also results in
      a
      change in Common Shares covered by Section 6.1.1 or 6.1.3, then such adjustment
      shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The
      provisions of this Section 6.1.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    6.1.5 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    
      
        
        

      

      
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    6.1.6 Adjustments
      of Warrants.
      To the
      extent the price of the Warrants are lowered pursuant to Section 3.1 of the
      Warrant Agreement, the price of the Warrants underlying the Purchase Option
      shall be reduced on identical percentage terms. To the extent the duration
      of
      the Warrants is extended pursuant to Section 3.2 of the Warrant Agreement,
      the
      duration of the Warrants underlying the Purchase Option shall be extended on
      identical terms.

     

    6.2 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Shares), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares and other securities and property receivable upon such
      consolidation or merger, by a holder of the number of Common Shares of the
      Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

     

    6.3 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      Common Shares or Warrants upon the exercise of the Purchase Option, nor shall
      it
      be required to issue scrip or pay cash in lieu of any fractional interests,
      it
      being the intent of the parties that all fractional interests shall be
      eliminated by rounding any fraction up or down to the nearest whole number
      of
      Warrants, Common Shares or other securities, properties or rights.

     

    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      Common Shares, solely for the purpose of issuance upon exercise of the Purchase
      Options or the Warrants underlying the Purchase Option, such number of Common
      Shares or other securities, properties or rights as shall be issuable upon
      the
      exercise thereof. The Company covenants and agrees that, upon exercise of the
      Purchase Options and payment of the Exercise Price therefor, all Common Shares
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any shareholder. The Company further covenants and agrees that upon exercise
      of
      the Warrants underlying the Purchase Options and payment of the respective
      Warrant exercise price therefor, all Common Shares and other securities issuable
      upon such exercise shall be duly and validly issued, fully paid and
      non-assessable and not subject to preemptive rights of any shareholder. As
      long
      as the Purchase Options shall be outstanding, the Company shall use its best
      efforts to cause all (i) Units and Common Shares issuable upon exercise of
      the
      Purchase Options, (iii) Warrants issuable upon exercise of the Purchase Options
      and (iv) Common Shares issuable upon exercise of the Warrants included in the
      Units issuable upon exercise of the Purchase Option to be listed (subject to
      official notice of issuance) on all securities exchanges (or, if applicable
      on
      the Nasdaq Global Market, Capital Market, OTC Bulletin Board or any successor
      trading market) on which the Units, the Common Shares or the Public Warrants
      issued to the public in connection herewith may then be listed and/or
      quoted.

     

    
      
        
        

      

      
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    8. Notice
      Requirements.

     

    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a shareholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a shareholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the shareholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other shareholders of the Company at the same time and in the same manner
      that such notice is given to the shareholders.

     

    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its Common Shares for the purpose of entitling them to receive
      a
      dividend or distribution payable otherwise than in cash, or a cash dividend
      or
      distribution payable otherwise than out of retained earnings, as indicated
      by
      the accounting treatment of such dividend or distribution on the books of the
      Company, or (ii) the Company shall offer to all the holders of its Common Shares
      any additional shares of share capital of the Company or securities convertible
      into or exchangeable for shares of share capital of the Company, or any option,
      right or warrant to subscribe therefor, or (iii) a dissolution, liquidation
      or
      winding up of the Company (other than in connection with a consolidation or
      merger) or a sale of all or substantially all of its property, assets and
      business shall be proposed.

     

    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price Notice”). The Price Notice shall describe the event causing the
      change and the method of calculating same and shall be certified as being true
      and accurate by the Company’s President and Chief Financial
      Officer.

     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (i) if to
      the
      registered Holder of the Purchase Option, to the address of such Holder as
      shown
      on the books of the Company, or (ii) if to the Company, to the following address
      or to such other address as the Company may designate by notice to the
      Holders:

     

    Camden
      Learning Corporation

    500
      East
      Pratt Street, Suite 1200

    Baltimore,
      Maryland 21202

    Attn:
      David L. Warnock, President

     

    
      
        
        

      

      
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    9. Miscellaneous.

     

    9.1 Amendments.
      The
      Company and Morgan Joseph may from time to time supplement or amend this
      Purchase Option without the approval of any of the Holders in order to cure
      any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Morgan Joseph may deem necessary or desirable and that the Company and
      Morgan Joseph deem shall not adversely affect the interest of the Holders.
      All
      other modifications or amendments shall require the written consent of and
      be
      signed by the party against whom enforcement of the modification or amendment
      is
      sought.

     

    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    9.3 Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    9.4 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

     

    9.5 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York, located in New York County
      or of the United States of America for the Southern District of New York, and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenient forum. Any process or summons to be served
      upon the Company may be served by transmitting a copy thereof by registered
      or
      certified mail, return receipt requested, postage prepaid, addressed to it
      at
      the address set forth in Section 8 hereof. Such mailing shall be deemed personal
      service and shall be legal and binding upon the Company in any action,
      proceeding or claim. The Company and the Holder agree that the prevailing
      party(ies) in any such action shall be entitled to recover from the other
      party(ies) all of its reasonable attorneys’ fees and expenses relating to such
      action or proceeding and/or incurred in connection with the preparation
      therefor.

     

    
      
        
        

      

      
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    9.6 Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non- fulfillment shall be construed or deemed to be a waiver
      of any other or subsequent breach or non-compliance.

     

    9.7 Execution
      in Counterparts.
      This
      Purchase Option may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement, and shall become effective when one or more counterparts has
      been signed by each of the parties hereto and delivered to each of the other
      parties hereto.

     

    9.8 Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and Morgan Joseph enter into an agreement (“Exchange
      Agreement”) pursuant to which they agree that all outstanding Purchase Options
      will be exchanged for securities or cash or a combination of both, then Holder
      shall agree to such exchange and become a party to the Exchange
      Agreement.

     

    
      
        
        

      

      
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          17
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    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the 5TH
      day of
      December 2007.

     

    
      	
              CAMDEN
                LEARNING CORPORATION

            
	 	 
	
              By:

            	
               /s/
                Donald Hughes

            
	 	
              Name:
                Donald W. Hughes

            
	 	
              Title:
                Chairman

            


    

     

    
      
        
        

      

      
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          18
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    Form
      to
      be used to exercise Purchase Option:

     

    Camden
      Learning Corporation

    500
      East
      Pratt Street, Suite 1200

    Baltimore,
      Maryland 21202

    Attn:
      David L. Warnock, President

    


    Date:                ,
      20 

    


    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of Camden Learning Corporation and
      hereby makes payment of
      $                  (at
      the rate of
      $                  per
      Unit) in payment of the Exercise Price pursuant thereto. Please issue the Common
      Shares and Warrants as to which this Purchase Option is exercised in accordance
      with the instructions given below.

     

    or

     

    The
      undersigned hereby elects irrevocably to convert its right to purchase Units
      purchasable under the within Purchase Option by surrender of the unexercised
      portion of the attached Purchase Option (with a “Value” of
      $              based
      on a “Market Price” of
      $                  ).
      Please issue the securities comprising the Units as to which this Purchase
      Option is exercised in accordance with the instructions given
      below.

     

    NOTICE:
      The signature to this assignment must correspond with the name as written upon
      the face of the purchase option in every particular, without alteration or
      enlargement or any change whatever.

     

    
      

    

    Signature(s)
      Guaranteed:

    


    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

    Name

     

    
      

    

     

    
      

    

    (Print
      in
      Block Letters)

    


    Address

     

    
      
        
        

      

      
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          19
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    Form
      to
      be used to assign Purchase Option:

     

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED,                                                                            does
      hereby sell, assign and transfer unto the right to
      purchase                           Units
      of Camden Learning Corporation (“COMPANY”) evidenced by the within Purchase
      Option and does hereby authorize the Company to transfer such right on the
      books
      of the Company.

     

    Dated:                    
      , 20 

    


    
      
Signature

    


    NOTICE:
      The signature to this assignment must correspond with the name as written upon
      the face of the purchase option in every particular, without alteration or
      enlargement or any change whatever.

     

    
      
Signature(s)
      Guaranteed:

    


    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
      17Ad-15).

     

    
      
        
        

      

      
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