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Exhibit 10.6    
    


 
  STOCK AND WARRANT ESCROW AGREEMENT    
    


        STOCK ESCROW AGREEMENT, dated as of [            ], 2007 (the "Agreement") by and among Education Media, Inc., a Delaware
corporation (the "Company"), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the "Initial Stockholders") and Continental Stock Transfer &
Trust Company, a New York corporation (the "Escrow Agent"). 



        WHEREAS,
the Company has entered into an Underwriting Agreement, dated [            ], 2007 ("Underwriting Agreement") with Ferris, Baker Watts, Incorporated
("Ferris, Baker Watts") (the "Underwriter"), pursuant to which, among other matters, the Underwriter have agreed to purchase 10,000,000 units (not including the underwriter' over-allotment
option) ("Units") of the Company. Each Unit consists of one share of the Company's common stock, par value $.0001 per share (the "Common Stock"), and one warrant ("Warrant"), each Warrant to purchase
one share of Common Stock, all as more fully described in the Company's definitive Prospectus, dated [            ], 2007 ("Prospectus") comprising part of the Company's
Registration Statement on Form S-1 (File No. 333-147645) under the Securities Act of 1933, as amended (the "Registration Statement"), declared effective on
[            ], 2007 (the "Effective Date"). 


        WHEREAS,
the Initial Stockholders have agreed, as a condition of the Underwriter' obligation to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public,
to deposit all of their shares of Common Stock, as set forth opposite their respective names in Exhibit A attached hereto (collectively the "Escrow Shares"), in escrow as hereinafter provided; 


        WHEREAS,
the Company has entered into Warrant Subscription Agreements with certain of the Initial Stockholders (each a "Warrantholder" and collectively, the "Initial Warrantholders"),
all of which are dated January 24, 2008 (each a "Warrant Subscription Agreement" and collectively, "Warrant Subscription Agreements"), pursuant to which the Initial Warrantholders have agreed
to purchase 3,125,000 warrants (the "Private Warrants") in a private placement transaction; 


        WHEREAS,
the Initial Warrantholders have agreed as a condition of the sale of the Private Warrants to deposit the Private Warrants (together with the Escrow Shares, the "Escrow
Securities"), with the Escrow Agent as hereinafter provided; and 


        WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided. 


        IT
IS AGREED: 


        1.    Appointment of Escrow Agent.    The Company and the Initial Stockholders hereby appoint the Escrow Agent to act
in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms. 


        2.    Deposit of Escrow Securities.    On or before the Effective Date, each of the Initial Stockholders shall deliver
to the Escrow Agent certificates representing his, her or its respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder
acknowledges and agrees that the certificates representing his or her Escrow Securities will bear a legend to reflect the deposit of such Escrow Securities under this Agreement. 


        3.    Disbursement of the Escrow Securities.    The Escrow Agent shall hold the Escrow Shares and the Escrow Warrants
until the termination of their respective Escrow Period (as defined below). In the 








case
of the Escrow Shares, the "Escrow Period" shall be the period beginning on the date the certificates representing the Shares are deposited with the Escrow Agent and ending on the date that is six
(6) months following the consummation of the initial Business Combination (as such term is defined in the Registration Statement). In the case of the Escrow Warrants, the "Escrow Period" shall
be the period beginning on the date the certificates representing the Warrants are deposited with the Escrow Agent and ending on the 90th day after the date of the consummation of the initial Business
Combination. On the termination date of the applicable Escrow Period, the Escrow Agent shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder's Escrow
Securities to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time
during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; provided further, that if, after the Company consummates a Business
Combination (as such term is defined in the Registration Statement), it (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities
or other property, then the Escrow Agent will, upon consummation of such transaction, release the Escrow Securities to the Initial Stockholders so that they can similarly participate. The Escrow Agent
shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3. 


        4.    Rights of Initial Stockholders in Escrow Securities.    



        4.1    Voting Rights as a Stockholder.    Subject to the terms of the Insider Letters described in Section 4.4
hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to
vote such shares. 


        4.2    Dividends and Other Distributions in Respect of the Escrow Securities.    During the Escrow Period, all
dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property
("Non-Cash Dividends") shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term "Escrow Securities" shall be deemed to include the
Non-Cash Dividends distributed thereon, if any. 


        4.3    Restrictions on Transfer.    During the Escrow Period, no sale, transfer or other disposition may be made of
any or all of the Escrow Securities except (i) by gift to a member of Initial Stockholder's immediate family or to a trust or other entity, the beneficiary of which is an Initial Stockholder or
a member of an Initial Stockholder's immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder, (iii) pursuant to a qualified
domestic relations order, (iv) to an entity that is an Initial Stockholder, (v) to any person or entity controlling, controlled by, or under common control with, an Initial Stockholder
or (vi) with respect to an Initial Stockholder who is an individual, to an entity controlled by such Initial Stockholder; provided, however, that such permitted transfers may be implemented
only upon the respective transferee's written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder transferring the Escrow
Securities. During the Escrow Period, the Initial Stockholders shall not pledge or grant a security interest in the Escrow Securities or grant a security interest in their rights under this Agreement. 


        4.4    Insider Letters.    Each of the Initial Stockholders has executed a letter agreement with Ferris, Baker Watts
and the Company, dated as of the Effective Date, and which is filed as an exhibit to the Registration Statement ("Insider Letter"), respecting the rights and obligations of such Initial Stockholder in
certain events, including, but not limited to, the liquidation of the Company. 




        5.    Concerning the Escrow Agent.    



        5.1    Good Faith Reliance.    The Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, 










modification,
termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow
Agent are affected, unless it shall have given its prior written consent thereto. 



        5.2    Indemnification.    The Escrow Agent shall be indemnified and held harmless by the Company from and against any
expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or
indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross
negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow
Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an
appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities
pending receipt of a final, non appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed
and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below. 


        5.3    Compensation.    The Escrow Agent shall be entitled to reasonable compensation from the Company for all
services rendered by it hereunder, as set forth on Exhibit B hereto. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the
administration of its duties hereunder including, but not limited to, all counsel, advisors' and agents' fees and disbursements and all taxes or other governmental charges. 



        5.4    Further Assurances.    From time to time on and after the date hereof, the Company and the Initial Stockholders
shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 


        5.5    Resignation.    The Escrow Agent may resign at any time and be discharged from its duties as escrow agent
hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the
Escrow Agent shall turn over to a successor escrow agent appointed by the Company and approved by Ferris, Baker Watts, the Escrow Securities held hereunder. If no new escrow agent is so appointed
within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with any court it deems appropriate. 


        5.6    Discharge of Escrow Agent.    The Escrow Agent shall resign and be discharged from its duties as escrow agent
hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5. 


        5.7    Liability.    Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder for its own gross negligence or its own willful misconduct. 




        6.    Miscellaneous.    



        6.1    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 State of New York. Each of the parties hereby agrees 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 State of New York or the United States District Court for the Southern District of New 










York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. 



        6.2    Third Party Beneficiaries.    Each of the Initial Stockholders hereby acknowledges that the Underwriter,
including, without limitation, Ferris, Baker Watts, are third party beneficiaries of this Agreement and
this Agreement may not be modified or changed without the prior written consent of Ferris, Baker Watts. 



        6.3    Entire Agreement.    This Agreement contains the entire agreement of the parties hereto with respect to the
subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged. 


        6.4    Headings.    The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation thereof. 


        6.5    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the respective parties
hereto and their legal representatives, successors and assigns. 


        6.6    Notices.    Any notice or other communication required or which may be given hereunder shall be in writing and
either be delivered personally or by private national courier service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when so
delivered personally or, if sent by private national courier service, on the next business day after delivery to the courier, or, if mailed, two business days after the date of mailing, as follows: 



If
to the Company, to: 



Education
Media, Inc.

1700 Pennsylvania Ave NW, Suite 900

Washington, DC 20006

Attn: Peter A. Kirsch, CEO 




If
to a Stockholder, to his address set forth in Exhibit A. 



and
if to the Escrow Agent, to: 



Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Richard Kretz 




A
copy of any notice sent hereunder shall be sent to: 



Kalbian
Hagerty LLP

888 17th Street NW, Suite 1000

Washington, DC 20006

Attn: John F. McCarthy III, Esq. 




and:




Ferris,
Baker Watts, Incorporated

100 Light Street, 8th Floor

Baltimore, MD 21202

Attn: Scott T. Bass 












and:




Gersten
Savage LLP

600 Lexington Avenue

9th Floor

New York, NY 10022

Attn: Arthur S. Marcus, Esq. 






        The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for
giving notice. 



        6.7    Liquidation of Company.    The Company shall give the Escrow Agent written notification of the liquidation and
dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus. 


        6.8    Waiver.    Notwithstanding anything herein to the contrary, the Escrow Agent hereby waives any and all right,
title, interest or claim of any kind ("Claim") in or to any distribution of the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the
Trust Account for any reason whatsoever. 


        6.9    Counterparts.    This Agreement may be executed in several counterparts each one of which shall constitute an
original and may be delivered by facsimile transmission and together shall constitute one instrument. 




        WITNESS
the execution of this Agreement as of the date first above written. 



	EDUCATION MEDIA, INC.	 	 
	

By:	

	
 	

 
	Name:	Peter A. Kirsch	 	 
	Title:	Chief Executive Officer	 	 
	

CONTINENTAL STOCK TRANSFER & TRUST COMPANY	
 	

 
	

By:	

	
 	

 
	Name:	
	 	 
	Title:	
	 	 











	 	 	INITIAL STOCKHOLDERS:
	

 	
 	

 James V. Kimsey
	

 	
 	

 Peter A. Kirsch
	

 	
 	

 Daniel E. Moore
	

 	
 	

 J. Patrick Campbell
	

 	
 	

 C. Richard Allan
	

 	
 	

 Joel S. Kanter
	

 	
 	

 Jonathan M. Silver
	

 	
 	

 Richard A. Kay
	

 	
 	

 Nancy Shuba-Merritt
	

 	
 	

 Stephanie S. Weir
	

 	
 	

 Brie Hytovitz
	

 	
 	

 James Keeratisakdawong
	

 	
 	

HENDRICKS INVESTMENT HOLDINGS, LLC
	

 	
 	

By:	


	 	 	Title:	










	 	 	LONGSTREET PARTNERS, LLC
	

 	
 	

By:	


	 	 	Title:	

	

 	
 	

SHERWOOD INVESTORS LLC
	 	 	By:	

	 	 	Title:	












 
 

EXHIBIT A    
    



	Name and Address of Initial Stockholder
 
	 	Number

of Shares
	 	Number

of Warrants
	 	Stock

Certificate

Number

	James V. Kimsey*	 	780,000	 	1,087,500	 	 
	

Peter A. Kirsch*	
 	

288,699	
 	

 	
 	

 
	

Daniel E. Moore*	
 	

184,767	
 	

 	
 	

 
	

Ronald W. Johnston*	
 	

115,480	
 	

 	
 	

 
	

J. Patrick Campbell*	
 	

37,500	
 	

100,000	
 	

 
	

C. Richard Allen*	
 	

37,500	
 	

 	
 	

 
	

Joel S. Kanter(1)

8000 Towers Crescent Drive

Suite 1300

Vienna, Virginia 22182	
 	

48,500	
 	

 	
 	

 
	

Jonathan Silver*	
 	

37,500	
 	

100,000	
 	

 
	

John S. Hendricks

c/o HENDRICKS INVESTMENT HOLDINGS LLC

8484 Georgia Avenue

Silver Spring, MD 20910	
 	

612,500	
 	

1,087,500	
 	

 
	

Richard A. Kay(2)	
 	

67,500	
 	

 	
 	

 
	

Nancy Shuba-Merritt*	
 	

15,000	
 	

 	
 	

 
	

Stephanie S. Weir*	
 	

15,000	
 	

 	
 	

 
	

Brie Hytovitz*	
 	

15,000	
 	

 	
 	

 
	

James Keeratisakdawong*	
 	

15,000	
 	

 	
 	

 
	

Longstreet Partners, LLC

8000 Towers Crescent Drive, 14th Floor

Vienna, Virginia 22182	
 	

35,000	
 	

 	
 	

 
	

Sherwood Investors LLC

50 E. Street, S.E., Suite 300

Washington, DC 20003	
 	

197,470	
 	

 	
 	

 
	

Windy City, Inc.

8000 Towers Crescent Drive

Suite 3000

Vienna, Virginia 22182	
 	

 	
 	

125,000	
 	

 
	

Kanter Family Foundation

8000 Towers Crescent Drive

Suite 1300

Vienna, Virginia 22182	
 	

 	
 	

125,000	
 	

 
	

AABBRR, LLC

c/o Strategic Management Consultants, LLC

11300 Rockville Pike

Suite 715

Rockville, MD 20852	
 	

 	
 	

500,000	
 	

 
	 	
 c/o Education Media, Inc.

1700 Pennsylvania Avenue, N.W.

Suite 900

Washington, DC 20006	
 	

 	
 	

 	
 	

 






	(1)
	Joel S.
Kanter is the 100% owner of Windy City, Inc. and beneficially owns private placement warrants purchased by and for the account of Windy City, Inc. He is also the 100%
owner of the Kanter Family Foundation and beneficially owns private placement warrants purchased by and for the account of the Kanter Family Foundation.



	(2)
	Richard
A. Kay is the 100% owner of and beneficially owns private placement warrants purchased by and for the account of AABBRR, Inc. 







 
 

EXHIBIT B    
    
    Escrow Agent Fees    
    



$3,500
annually for acting agent escrow fee. 


Initial
acceptance fee and first year agent fee to be paid at closing. 











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Exhibit 10.6


STOCK AND WARRANT ESCROW AGREEMENT


EXHIBIT A

EXHIBIT B Escrow Agent Fees