0001193125-10-064614 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services

This Restricted Stock Award Agreement (this “Agreement”) is made effective as of March 19, 2010 by and between National American University Holdings, Inc., a Delaware Corporation (the “Company”), and Dr. Ronald Shape, an employee of the Company (the “Grantee”). The Restricted Stock Award represents a transfer of shares of common stock of the Company, $0.0001 par value (“Common Stock”).

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JOINDER TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • New York

This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.

TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASE AGREEMENT
Termination of Employment Agreement And • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • South Dakota

This Termination of Employment Agreement and Release Agreement (the “Agreement”) is entered into between Robert Buckingham (“Executive”) and Dlorah, Inc. (“Dlorah”) (collectively referred to herein as the “Parties”).

JOINDER TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • New York

This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 23, 2009, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among Camden Learning Corporation, a Delaware corporation (the “Company”), and the Investors is made by and between the Company and the stockholder listed on the signature page hereof (the “Stockholder”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.

JOINDER TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2010 • National American University Holdings, Inc. • Services-educational services • New York

This JOINDER AGREEMENT (this “Joinder Agreement”), dated as of January 12, 2010, to the Registration Rights Agreement (the “Agreement”) dated as of November 29, 2007, by and among National American University Holdings, Inc., formerly known as Camden Learning Corporation, a Delaware corporation (the “Company”) and the Investors is made by and between the Company and the stockholders listed on the signature page hereof (the “TRP Stockholders”). All capitalized terms used in this Joinder Agreement without definition shall have the meanings ascribed thereto in the Agreement.

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