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Exhibit 10.13    
    


 
 

EDUCATION MEDIA, INC.    
    
    REGISTRATION RIGHTS AGREEMENT    
    


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered
into as of [January]    , 2008, by Education Media, Inc., a Delaware corporation (the
"Company") and the undersigned parties listed under Investors on the signature page hereto (each an "Investor" and collectively, the
"Investors"). 


        WHEREAS,
the Investors currently hold a majority of the issued and outstanding securities of the Company; 


        WHEREAS,
the Investors shall, immediately prior to the Company's initial public offering, purchase Private Placement Warrants (as hereinafter defined) from the Company in a private
placement (the "Private Placement"); 



        WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Company's securities held by
it. 


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 


        1.    DEFINITIONS.    The following capitalized terms used herein have the following meanings: 



        "Agreement" means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time. 


        "Board" means the board of directors of the Company. 


        "Commission" means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the
Exchange Act. 


        "Common Stock" means the common stock, par value $0.0001 per share, of the Company. 


        "Company" is defined in the preamble to this Agreement. 


        "Demanding Holder" is defined in Section 2.1.1. 


        "Demand Registration" is defined in Section 2.1.1. 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time. 


        "Form S-3" is defined in Section 2.3. 


        "Indemnified Party" is defined in Section 4.3. 


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        "Indemnifying Party" is defined in Section 4.3. 


        "Initial Business Combination" means the consummation by the Company of a merger, capital stock exchange, stock purchase, asset
acquisition, reorganization or similar business combination with one or more operating businesses. 


        "Investor" is defined in the preamble to this Agreement. 


        "Investor Indemnified Party" is defined in Section 4.1. 


        "IPO Side Letter" means those certain Side Letters, of even date herewith, executed by the Investors and acknowledged by the Company. 


        "Maximum Number of Shares" is defined in Section 2.1.4. 


        "Notices" is defined in Section 6.3. 



        "Person" means an individual, a partnership, a limited liability company, a joint venture, a corporation, a trust, an unincorporated
organization, a government or any department or agency thereof or any entity similar to any of the foregoing. 


        "Piggy-Back Registration" is defined in Section 2.2.1. 


        "Private Placement Agreement" means the Placement Warrant Purchase Agreement, dated
[January     ], 2008, by and among the Company and the Investors. 



        "Private Placement Warrants" means the 2,500,000 Warrants purchased by the Investors from the Company pursuant to the terms of the Private
Placement Agreement. 


        "Register," "registered" and
"registration" mean to effect a registration of securities, having effected a registration of securities and effected a registration of securities,
respectively, by preparing and filing a
registration statement or similar document in compliance with the requirements of the Securities Act, and such registration statement becoming effective. 



        "Registrable Securities" mean (a) all of the Warrants owned or held by the Investors prior to the date hereof or purchased in the
Private Placement, including any shares of Common Stock issuable upon exercise of such Warrants. Registrable Securities include any warrants, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock. As to any particular Registrable Securities, such securities shall cease
to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act;
(iii) such securities shall have ceased to be outstanding; or (iv) the Registrable Securities are salable under Rule 144(k). Notwithstanding the foregoing or any contrary
provision contained herein, for the avoidance of doubt, no security of the Company shall be a "Registrable Security" hereunder unless the lock-up period for such security has been
terminated. 


        "Registration Statement" means a registration statement filed by the Company with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of Common Stock and/or Warrants, as the case may be (other than a registration statement (a) on
Form S-4 or Form S-8, or their successors, (b) covering only securities proposed to be issued in exchange for securities or assets of another entity,
(c) for an exchange offer or offering of securities solely 


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to
the Company's existing stockholders, (d) for an offering of debt that is convertible into equity securities of the Company, or (e) for a dividend reinvestment plan). 


        "Release Date" means the date on which the lock up period (as described in Sections [    ] of the IPO
Side Letters) applicable to the Registrable Securities is terminated (as applicable) and the Warrants (and shares of common stock underlying such Warrants) are released from escrow. 



        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time. 


        "Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part
of such dealer's market-making activities. 


        "Warrant" means a warrant to purchase one (1) share of the Common Stock for $7.50. 


        2.    REGISTRATION RIGHTS.    


        2.1.    Demand Registration.    


        2.1.1    Request for Registration.    At any time commencing after the date on which these shares of common stock are
released from escrow, said date not to be before six months from the consummation of a business combination, Investors who hold at least 50.1% of the Registrable Securities, on an
as-converted to Common Stock basis, may make a written demand for registration under the Securities Act of all or part of the related Registrable Securities (a
"Demand Registration"). Any demand for a Demand Registration 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 Registrable Securities of the demand, and 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 in writing 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 2.1.4 and the provisos set forth in Section 3.1.1. The
Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of Registrable Securities. 


        2.1.2    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 material 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, (a) such stop order or injunction is removed, rescinded or
otherwise terminated, and (b) a majority-in-interest of the Demanding Holders thereafter elects to continue the offering;  provided, further, that the
Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated. 


        2.1.3    Underwritten Offering.    If a majority-in-interest of the Demanding Holders so
elects and such holders so advise the Company as part of their written demand for a Demand Registration, 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 


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customary
form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration. 



        2.1.4    Reduction of Offering.    If the managing Underwriter or Underwriters for a Demand Registration that is to be
an underwritten offering advise(s) 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 shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant
to written contractual piggy-back registration rights held by other stockholders 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: (a) 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 of Registrable Securities which such Demanding
Holders have 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; (b) second, to the extent that the Maximum Number of Shares has not been reached under the
foregoing clause (a), the shares of Common Stock 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 Common Stock 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; and (d) fourth, to the
extent that the Maximum Number of Shares have not been reached under the foregoing clauses (a), (b) and (c), the shares of Common Stock that other shareholders desire to sell that can be sold
without exceeding the Maximum Number of Shares to the extent that the Company, in its sole discretion, wishes to permit such sales pursuant to this clause (d). 



        2.1.5    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. 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 2.1, provided that the majority-in-interest of the Demanding Holders electing to so
withdraw from the offering pays all costs and expenses incurred by the Company in connection with such withdrawn Demand Registration. 


        2.1.6    Permitted Delays.    The Company shall be entitled to postpone the filing of any Registration Statement under
this Section 2.1 (a) until the applicable Release Date, or (b) for up to sixty (60) days, if (i) at any time prior to the filing of such Registration Statement the
Company's Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing, acquisition, corporate
reorganization, or other material transaction involving the Company, and (ii) the Company delivers to the Demanding Holders written notice thereof within five (5) business days of the
date of receipt of such request for Demand Registration. 


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        2.2.    Piggy-Back Registration.    



        2.2.1    Piggy-Back Rights.    If at any time on or after a Release Date the Company proposes to
file a Registration Statement under the Securities 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 stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant
to Section 2.1), then the Company shall (a) 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 (b) 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 ten (10) days following receipt of such notice (a "Piggy-Back
Registration"). However, any such registration will not become effective prior to completion of an initial business combination as contemplated in the registration statement on
Form S-1 filed with the Securities and Exchange Commission. The demand registration may be exercised by the holders of a majority of such Warrants. The Company shall cause such
Registrable Securities to be included in such registration and shall use"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. 



        2.2.2    Reduction of Offering.    If the managing Underwriter or Underwriters for a Piggy-Back
Registration that is to be an underwritten offering advise(s) the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, 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 2.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders 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: (i) first, the shares of Common Stock or other securities that the Company desires to sell 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 shares of Common
Stock or other securities, if any, comprised of Registrable 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 (iii) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock 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; and 


        (b)
If the registration is a "demand" registration undertaken at the demand of Persons other than the holders of Registrable Securities, (i) first, the shares of Common Stock or
other securities for the account of the demanding Persons 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 shares of Common Stock 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 shares of Common Stock or other securities, if any,
comprised of Registrable Securities, Pro Rata, 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 (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (i), (ii) and (iii), the shares of Common Stock or other 




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securities,
if any, for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such Persons that can be
sold without exceeding the Maximum Number of Shares. 


        2.2.3    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 without thereby incurring any liability to the holders of Registrable Securities. 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 3.3. 


        2.2.4    Permitted Delays.    The Company shall be entitled to postpone, for up to sixty (60) days (but not for
more than one hundred eighty (180) days in any calendar year), the filing of any Registration Statement under this Section 2.2, if (a) at any time prior to the filing of such
Registration Statement the Company's Board of Directors determines, in its good faith business judgment, that such registration and offering would materially and adversely affect any financing,
acquisition, corporate reorganization, or other material transaction involving the Company, and (b) the Company delivers to the holder of Registrable Securities requesting a
Piggy-Back Registration written notice thereof within five (5) business days of the date of receipt by the Company of such request for Piggy-Back Registration. 


        2.3.    Registrations on Form S-3.    At any time on or after a Release Date, the holders of
Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any
similar short-form registration which may be available at such time ("Form S-3");  provided, however,
that the Company shall not be obligated to effect such request through an
underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as
practicable thereafter, shall make its "best efforts" to effect the registration of all or such portion of such holder's or holders' Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt
of such written notice from the Company; provided, however, that the Company shall not be obligated to
effect any such registration pursuant to this Section 2.3: (a) if Form S-3 is not available for such offering; or (b) if the holders of the Registrable
Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at
any aggregate price to the public of less than [$                        ]. Registrations effected pursuant to this
Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1. 


        3.    REGISTRATION PROCEDURES.    


        3.1.    Filings; Information.    Whenever the Company is required to effect the registration of any Registrable
Securities pursuant to Section 2, the Company shall use "best efforts" to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request: 


        3.1.1    Filing Registration Statement.    The Company shall, as expeditiously as possible and in any event within
sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the
Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for 


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the
sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use"best efforts" to cause such Registration Statement
to become and remain effective for the period required by Section 3.1.3; provided, however, that
the Company shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any
demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman
of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such
time; provided, further, that the Company shall not have the right to exercise the right set forth in
the immediately preceding proviso more than once in any three hundred sixty five (365) day period in respect of a Demand Registration hereunder. 



        3.1.2    Copies.    The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or
supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders' legal counsel, copies of such Registration Statement as proposed to
be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders. 



        3.1.3    Amendments and Supplements.    The Company shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration
Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the
Commission or any governmental agency or court) or such securities have been withdrawn. 


        3.1.4    Notification.    After the filing of a Registration Statement, the Company shall promptly, and in no event
more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
within two (2) business days of the occurrence of any of the following: (a) when such Registration Statement becomes effective; (b) when any post-effective amendment
to such Registration Statement becomes effective; (c) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all commercially reasonable actions
required to prevent the entry of such stop order or to remove it if entered); and (d) any request by the Commission for any amendment or supplement to such Registration Statement or any
prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such
supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the
Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object. 


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        3.1.5    State Securities Laws Compliance.    The Company shall use "best efforts" to (a) register or qualify
the Registrable Securities covered by the Registration Statement under such securities or "blue sky" laws of such jurisdictions in the United States as the holders of Registrable Securities included
in such Registration Statement (in light of their intended plan of distribution) may request, and (b) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things
that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph or subject itself to taxation in any such jurisdiction. 


        3.1.6    Agreements for Disposition.    The Company shall enter into customary agreements (including, if applicable,
an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for
the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to such holder's organization, good standing, authority, title to Registrable Securities, lack of
conflict of such sale with such holder's material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement. 


        3.1.7    Cooperation.    The principal executive officer of the Company, the principal financial officer of the
Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and
participation in meetings with Underwriters, attorneys, accountants and potential investors. 


        3.1.8    Records.    The Company shall make available for inspection by the holders of Registrable Securities included
in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of
Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary
to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors
and employees to supply all information requested by any of them in connection with such Registration Statement. 


        3.1.9    Opinions and Comfort Letters.    The Company shall furnish to each holder of Registrable Securities included
in any Registration Statement a signed counterpart, addressed to such holder, of (a) any opinion of counsel to the Company delivered to any Underwriter and (b) any comfort letter from
the Company's independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable
Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect. 


        3.1.10    Earnings Statement.    The Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months
after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 


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        3.1.11    Listing.    The Company shall use "best efforts" to cause all Registrable Securities included in any
registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar
securities are then listed or designated, in a manner satisfactory to the majority-in-interest of the holders of Registrable Securities included in such registration. 


        3.2.    Obligation to Suspend Distribution.    Upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3.1.4(d), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all "insiders" covered by such program to transact in the Company's securities because of the
existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(d) or the restriction
on the ability of "insiders" to transact in the Company's securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than
permanent file copies then in such holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. 



        3.3.    Registration Expenses.    The Company shall bear all costs and expenses incurred in connection with
(a) subject to Section 2.1.5, any Demand Registration pursuant to Section 2.1, (b) any Piggy-Back Registration pursuant to Section 2.2, and
(c) any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective, 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 as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority 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 requested pursuant to
Section 3.1.9); (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
(1) 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 stockholders 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. 


        3.4.    Information.    The holders of Registrable Securities shall provide such information as may reasonably be
requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company's obligation to comply with federal and applicable state securities
laws. 


        4.    INDEMNIFICATION AND CONTRIBUTION.    


        4.1.    Indemnification by the Company.    The Company agrees to indemnify and hold harmless the Investors and each
other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls (within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) an Investor and each other holder of Registrable Securities (each, an
"Investor Indemnified Party"), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out
of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration 


9







 

Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating
to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investors Indemnified Party for any legal and any other expenses
reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action;  provided, however, that the Company will not be liable in any such case to the extent that any such
expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein. 


        4.2.    Indemnification by Holders of Registrable Securities.    Each selling holder of Registrable Securities will,
in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the
Company, each of its directors and officers and each underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the
statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use
therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in
connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be
limited to the amount of any net proceeds actually received by such selling holder. 


        4.3.    Conduct of Indemnification Proceedings.    Promptly after receipt by any Person of any notice of any loss,
claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the "Indemnified
Party") shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the
"Indemnifying Party") in writing of the loss, claim, judgment, damage, liability or action; provided,  however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which
the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that
it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal
or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation;  provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are
named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons
who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party 


10







 

against
the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of
such claim or proceeding. 


        4.4.    Contribution.    



        4.4.1    If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability
or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of
such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by such Indemnified Party or such Indemnifying Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. 


        4.4.2    The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. 



        4.4.3    The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. 


        5.    UNDERWRITING AND DISTRIBUTION.    


        5.1.    Rule 144.    The Company covenants that it shall file any reports required to be filed by it under the
Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such
holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be
amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission. 


        6.    MISCELLANEOUS.    


        6.1.    Other Registration Rights.    The Company represents and warrants that no Person, other than a holder of the
Registrable Securities, has any right to require the Company to register any shares of the Company's capital stock for sale or to include shares of the Company's capital stock in any registration 


11







 

filed
by the Company for the sale of shares of capital stock for its own account or for the account of any other Person. 


        6.2.    Assignment; No Third Party Beneficiaries.    This Agreement and the rights, duties and obligations of the
Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be
freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities held by any such holder. This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and
their respective permitted successors and assigns. Except as otherwise expressly set forth herein, this Agreement is not intended to confer any rights or benefits on any Persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2. 



        6.3.    Notices.    All notices, demands, requests, consents, approvals or other communications (collectively,
"notices" and each, a "notice") required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be personally served, delivered by reputable overnight courier service with charges prepaid, or transmitted by hand delivery or facsimile,
addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if
personally served or transmitted by facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the
next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable overnight courier service with an
order for next-day delivery. 




To
the Company: 



Education
Media, Inc.

1700 Pennsylvania Avenue, N.W.

Suite 900

Washington, DC 20006

Attn: Peter A. Kirsch 




with
a copy to: 



Kalbian
Hagerty LLP

888 17th Street, N.W.

10th Floor

Washington, DC 20006

Attn: John F. McCarthy, Esq. 




To
an Investor, to the address for such Investor specified on the signature pages hereto. 





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


        6.5.    Counterparts.    This Agreement may be executed by facsimile and in multiple counterparts, and all of which
taken together shall constitute one and the same instrument. 


        6.6.    Entire Agreement.    This Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous 


12







 

agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written. 


        6.7.    Modifications and Amendments.    No amendment, modification or termination of this Agreement shall be binding
upon any party unless executed in writing by such party. 


        6.8.    Titles and Headings.    Titles and headings of sections of this Agreement are for convenience only and shall
not affect the construction of any provision of this Agreement. 


        6.9.    Waivers and Extensions.    Any party to this Agreement may waive any right, breach or default which such party
has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any
breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or
extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts. 



        6.10.    Remedies Cumulative.    In the event that the Company fails to observe or perform any covenant or agreement
to be observed or performed under this Agreement, the Investors or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether
for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce
any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be
mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any
other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 


        6.11.    Governing Law.    This Agreement shall for all purposes be deemed to be made under and shall be construed in
accordance with the laws of the District of Columbia, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the District of Columbia or
the United States District Court for the Southern District of District of Columbia, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. 


        6.12.    Waiver of Trial by Jury.    Each party hereby irrevocably and unconditionally waives the right to a trial by
jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of any Investor in the negotiation, administration, performance or enforcement hereof. 


13







 

        IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above. 



	 	 	EDUCATION MEDIA, INC.
	

 	
 	

By:	


	 	 	 	Name: Peter A. Kirsch
	 	 	 	Title: Chief Executive Officer
	

 	
 	
INVESTORS
	

 	
 	

 James V. Kimsey

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Peter A. Kirsch

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Daniel E. Moore

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Ronald W. Johnston

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 C. Richard Allen

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006



14







 

	

 	
 	

 J. Patrick Campbell

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Joel S. Kanter

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Jonathan M. Silver

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Richard A. Kay

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Nancy Shuba-Merritt

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 	

 





15







 

	

 	
 	

 Stephanie S. Weir

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 Brie Hytovitz

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

 James Keeratisakdawong

c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W., Suite 900

Washington, DC 20006
	

 	
 	

LONGSTREET PARTNERS, LLC
	

 	
 	

By:	


	 	 	Its:	

	 	 	8000 Towers Crescent Drive, 14th Floor

Vienna, Virginia 22182
	

 	
 	

HENDRICKS INVESTMENT HOLDINGS LLC
	

 	
 	

By:	


	 	 	Its:	

	 	 	8484 Georgia Avenue

Silver Spring, MD 20910
	

 	
 	

SHERWOOD INVESTORS LLC
	

 	
 	

By:	


	 	 	Its:	

	 	 	50 E Street, S.E., Suite 300

Washington, DC 20003
	

 	
 	

WINDY CITY, INC.
	

 	
 	

By:	


	 	 	Its:	

	 	 	8000 Towers Crescent Drive

Suite 1300

Vienna, VA 22182
	

 	
 	

KANTER FAMILY FOUNDATION
	

 	
 	

By:	


	 	 	Its:	

	 	 	8000 Towers Crescent Drive

Suite 1300

Vienna, VA 22182
	

 	
 	

AABBRR, LLC
	

 	
 	

By:	


	 	 	Its:	

	 	 	c/o Strategic Management Consultants, LLC

11300 Rockville Pike

Suite 715

Rockville, MD 20852




16











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Exhibit 10.13


EDUCATION MEDIA, INC. REGISTRATION RIGHTS AGREEMENT