CAMBIUM-VOYAGER HOLDINGS, INC. Warrant To Purchase Common Stock

Exhibit 4.2

FORM OF CAMBIUM-VOYAGER HOLDINGS, INC. WARRANT

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

CAMBIUM-VOYAGER HOLDINGS, INC.

Warrant To Purchase Common Stock

Warrant No.: [ • ]
Date of Issuance: [ • ], 2009 (“ Issuance Date ”)
Void After: [ • ], 2014 [fifth anniversary of Issuance Date ]

          Cambium-Voyager Holdings, Inc., a Delaware corporation (the “ Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ • ], the registered holder hereof or its permitted assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), such number of fully paid nonassessable shares of Common Stock (as defined below) equal to the sum of (x) the Consonant Specified Asset Recoupment Amount (as defined below), if any, as calculated from time to time during the Exercise Period (as defined below), plus (y) the Additional Share Amount (as defined below), plus (z) [ • ] (such sum, the “ Warrant Shares ”). This Warrant (this “ Warrant ”) is being issued pursuant to Section 2.2(a) of that certain Agreement and Plan of Mergers, dated June 20, 2009, by and among the Company, Voyager Learning Company, a Delaware corporation, VSS-Cambium Holdings II Corp., Vowel Acquisition Corp., Consonant Acquisition Corp. and Vowel Representative, LLC (the “ Merger Agreement ”). This Warrant is one of series of similar Warrants issued pursuant to the terms of the Merger Agreement. All such warrants are referred to herein collectively as the “ Warrants ” and the holders thereof (as well as any subsequent permitted transferee), the “ Holders ”. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 14 . For the avoidance of doubt, it is understood and agreed that portions of the Net

Windle Proceeds may be realized from time to time. With each such realization, the Consonant Specified Asset Recoupment Amount would then be re-calculated, and upon each such re-calculation, the number of Warrant Shares then issuable upon exercise of this Warrant shall be increased. By way of example, and not in limitation, if on January 1, 2010, $650,000 in Net Windle Proceeds were realized, then the Warrant would be exercisable for an additional 45,000 Warrant Shares, and if on March 1, 2010, another $325,000 in Net Windle Proceeds were realized, then assuming no exercises, this Warrant would be exercisable for an additional 22,500 Warrants Shares.

          1. EXERCISE OF WARRANT.

          (a) Mechanics of Exercise . Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the date hereof, but not later than the five year anniversary of the Issuance Date (the “ Exercise Period ”) in whole or in part, by (i) delivery of a duly executed Warrant exercise form, in the form attached hereto as Exhibit A (the “ Exercise Notice ”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “ Aggregate Exercise Price ”) in cash or by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d) ). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. On or before the second (2 ^nd ) Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “ Exercise Delivery Documents ”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “ Transfer Agent ”). On or before the third (3 ^rd ) Trading Day following the date on which the Company has received all of the Exercise Delivery Documents (the “ Share Delivery Date ”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. The Holder shall, from time to time, note on the grid attached hereto as Schedule I , the number of Warrant Shares for which this Warrant is then exercisable (assuming no exercise hereof) and the number of Warrant Shares for which this Warrant has been exercised, which notation shall be final and binding on the Company, absent manifest error. If this Warrant is submitted in connection with any

exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6(d) ) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

          (b) Exercise Price . For purposes of this Warrant, “ Exercise Price ” means One Cent ($0.01), subject to adjustment as provided herein.

          (c) Company’s Failure to Timely Deliver Securities . If the Holder does not own at least 50% of the outstanding Common Stock and the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s exercise of this Warrant no later than the Share Delivery Date, and if after such Share Delivery Date but prior to the cure of such failure the Holder or any Person on the Holder’s behalf or for the Holder’s account purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “ Buy-In ”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased less the Exercise Price hereunder (the “Buy-In Price” ), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Weighted Average Price on the date of the exercise of this Warrant.

          (d) Cashless Exercise . Notwithstanding anything contained herein to the contrary, at any time and from time to time on or after the six (6) month anniversary of the Issuance Date, but not later than the fifth anniversary of the Issuance Date, if a registration statement covering the resale of the Warrant Shares that are the subject of the Exercise Notice by the Holder pursuant to the 1933 Act (the “ Unavailable Warrant Shares ”) is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Exhibit B , duly executed, to the Company, elect instead to receive

upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “ Cashless Exercise ”):

          (e) Disputes . In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.

          2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

          (a) Adjustment upon Subdivision or Combination of Common Stock . If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased; provided , however , that in no event shall the Exercise Price be less that the per share par value of the Common Stock after giving effect thereto. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

          (b) Merger or Consolidation . During the Exercise Period, if any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the surviving entity (or a reverse triangular merger in which the Company is the surviving

entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise), or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for the Warrant Shares had such Warrant Shares been issued and outstanding immediately prior to such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place (provided that the number of Warrant Shares shall continue to be subject to increase as provided herein), and in any such case appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price and an increase in the number of Warrant Shares subject hereto) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 2(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

          (c) Other Events . If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions, then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2 .

          3. RIGHT