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Exhibit 10.15    
    


 
 

FORM OF RIGHT OF FIRST REFUSAL AGREEMENT    
    


        THIS RIGHT OF FIRST REFUSAL AGREEMENT (the "Agreement") is made as
of January [        ], 2008 by and among Education Media, Inc. (the "Company"), Hendricks Investment
Holdings, LLC, Longstreet Partners, LLC and Sherwood Investors LLC, (collectively, the "Associated Entities"), James V. Kimsey, Peter A. Kirsch, Daniel
E. Moore, Ronald W. Johnston, (the "Associated Persons"), each of the Advisors (as defined below), each of the Special Advisors (as defined below) and
each of the Independent Directors (as defined below) of the Company. 


        WHEREAS,
the Company has entered into an Underwriting Agreement (the "Underwriting Agreement") with Ferris, Baker Watts Incorporated, as
representative of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the
"Offering"), of up to 11,500,000 of the Company's units (the "Units"), each comprised of one share of
the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant exercisable for one share of Common Stock (each, a
"Warrant"); and 


        WHEREAS,
the Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the
"Prospectus") filed by the Company with the Securities and Exchange Commission; and 



        WHEREAS,
each of the Associated Persons is an (i) officer of the Company and director of the Company and (ii) affiliated with the Associated Entities; 


        WHEREAS,
each of John S. Hendricks is an advisor to the Company (an "Advisor"); 


        WHEREAS,
each of Nancy Shuba-Merritt, Stephanie S. Weir, Brie Hytovitz and James Keeratisakdawong is a special advisor to the Company (each, a "Special Advisor"); 


        WHEREAS,
each of Messrs. Joel S. Kanter, Jonathan Silver, Richard A. Kay, C. Richard Allen and J. Patrick Campbell is an independent director of the Company (each, an
"Independent Director"); and 


        WHEREAS,
the Company, the Associated Entities, the Associated Persons, the Advisors, the Special Advisors and the Independent Directors desire to enter into this Agreement to minimize
potential conflicts of interest which may arise from multiple corporate affiliations, 


NOW,
THEREFORE, IT IS AGREED: 



        1.    Until
the earlier of the Company's completion of a Business Combination (as defined in the Underwriting Agreement), the liquidation of the Company, or until, in the case
of each Independent Director, such time as when such Independent Director ceases to be a director of the Company, the Associated Entities, the Associated Persons, the Advisors, Special Advisors and
the Independent Directors each agree to: 



        (a)    present
to the Company for its consideration, prior to presentation to any other company or entity, any opportunity that each such Associated Entity, Associated Person,
the Advisors, Special Advisor or Independent Director may have to enter into a business combination with an operating business valued at $50,000,000 or more, except, in the case of each such
Associated Person, Advisor, Special Advisor or Independent Director, any pre-existing fiduciary obligations such Associated Person, Advisor, Special Advisor or Independent Director might
have, in which case such Associated Person, Advisor, Special Advisor or Independent Director, as applicable, will not present any potential business combination to the Company until after he or she
has presented such potential business combination to each company or entity to which he or she has a pre-existing fiduciary obligation and each such company or entity has determined not to
pursue such potential business combination; 











        (b)    cause
companies or entities under their management or control (including, without limitation, the Associated Entities) to present all opportunities to enter into a
business combination with an operating business to the Company before any other company or entity; and 


        (c)    shall
cause each other company or entity under their management or control (including, without limitation, the Associated Entities) not to pursue a business combination
with an operating business unless and until the Board of Directors of the Company, including a majority of the disinterested Independent Directors, has determined that the Company will not pursue such
business combination. 




        2.    This
Agreement shall be governed by and construed and enforced 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. It may be executed in several original or facsimile counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument. 


        3.    The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of Washington, District of Columbia, for purposes of resolving
any disputes hereunder. 


        4.    Any
notice or request to be given in connection with this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified
mail (return receipt requested), by hand delivery or by facsimile transmission: 



if
to the Associated Entities, as follows: 



Hendricks
Investment Holdings, LLC

8484 Georgia Avenue

Silver Spring, MD 20910

Attn: Joseph L. Quinn

Fax No. (301)755-2052 


Longstreet
Partners, LLC

8000 Towers Crescent Drive, 14th Floor

Vienna, Virginia 22182

Attn: Daniel E. Moore

F: (703)760-7800 


Sherwood
Investors LLC

50 E Street, S.E., Suite 300

Washington, DC 20003

Attn: Jack H. Young, Esq., Trustee 


Windy
City, Inc.

8000 Towers Crescent Drive

Suite 1300

Vienna, Virginia 22182 


Kanter
Family Foundation

8000 Towers Crescent Drive

Suite 1300

Vienna, Virginia 22182 


AABBRR,
LLC

c/o Strategic Management Consultants, LLC

11300 Rockville Pike

Suite 715

Rockville, MD 20852 




if
to the Associated Persons, Advisors, Special Advisors or the Independent Directors, as applicable, care of: 



Education
Media, Inc.

1700 Pennsylvania Avenue, N.W.

Suite 900

Washington, DC 20007

Attn: Peter Kirsch

Fax No.: (202)785-0404 













if
to the Company, to: 



Education
Media, Inc.

1700 Pennsylvania Avenue, N.W.

Suite 900

Washington, DC 20007

Attn: Peter Kirsch

Fax No.: (202)785-0404 




with
a copy to: 



Kalbian
Hagerty LLP

888 17th Street, N.W., 10th Floor

Washington, DC 20006

Attn: John McCarthy, Esq.

Fax No.: (202)223-5600 x387 





        5.    Each
of the Associated Entities and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder. 


        6.    This
Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. 




        IN
WITNESS WHEREOF, the parties have duly executed this Right of First refusal Agreement as of the date first written above. 



	 	 	EDUCATION MEDIA, INC.
	

 	
 	

By:

    	

 James V. Kimsey
	 	 	Title:	Chairman of the Board
	

 	
 	

HENDRICKS INVESTMENT HOLDINGS, LLC
	

 	
 	

 John S. Hendricks
	 	 	Title:	 
	

 	
 	

LONGSTREET PARTNERS, LLC
	

 	
 	

By:	


	 	 	Title:	

	

 	
 	

SHERWOOD INVESTORS, LLC
	

 	
 	

By:	


	 	 	Title:	











	

 	
 	

WINDY CITY, INC.
	

 	
 	

By:	


	 	 	Title:	

	

 	
 	

KANTER FAMILY FOUNDATION
	

 	
 	

By:	


	 	 	Title:	

	

 	
 	

AABBRR, LLC
	

 	
 	

By:	


	 	 	Title:	

	

 	
 	

James V. Kimsey

	

 	
 	

Peter A. Kirsch

	

 	
 	

Daniel E. Moore

	

 	
 	

Ronald W. Johnston

	

 	
 	

J. Patrick Campbell

	

 	
 	

Joel S. Kanter

	

 	
 	

Jonathan Silver

	

 	
 	

John S. Hendricks

	

 	
 	

Richard A. Kay

	

 	
 	

Nancy Shuba-Merritt

	

 	
 	

Stephanie S. Weir

	

 	
 	

Brie Hytovitz

	

 	
 	

James Keeratisakdawong














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Exhibit 10.15


FORM OF RIGHT OF FIRST REFUSAL AGREEMENT