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Exhibit 4.2    
    


(Face
of Certificate—EDUCATION MEDIA INC.) 


COMMON
STOCK 


C 


EDUCATION
MEDIA INC. 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE 


SEE
REVERSE FOR CERTAIN DEFINITIONS 


CUSIP
28140C 105 


This
Certifies that 


is
the owner of 


FULLY
PAID AND NON-ASSESSABLE SHARES, PAR VALUE OF $.0001 PER SHARE, OF THE COMMON STOCK OF 



EDUCATION
MEDIA INC. 


transferable
on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers. 


Dated:



COUNTERSIGNED
AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

BY:

AUTHORIZED OFFICER 


(Signature)

CHIEF EXECUTIVE OFFICER 


(Seal) 


(Signature)

SECRETARY 








(Reverse
of Certificate) 


EDUCATION
MEDIA INC. 


The
Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences and relative, participating, optional or other special rights of each class of
stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and
shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred
Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 


TEN
COM—as tenants in common

TEN ENT—as tenants by the entireties

JT TEN—as joint tenants with right of survivorship and not as tenants in common 



	UNIF GIFT MIN ACT—	 	 	 	Custodian	 	 	 	 
	 	 	
 (Cust)	 	 	 	
 (Minor)	 	 
	under Uniform Gifts to Minors Act	 	 	 	 	 	 
	 	 	 	 	
 (State)	 	 





Additional
abbreviations may also be used though not in the above list. 


For
value received                         , hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
	 
	

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	

	 
	
 shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	
 Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.
	

Dated:
	 
	

	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	

Signature(s) Guaranteed:
	

By
	






THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). 


The
holder of this certificate shall be entitled to receive funds from the trust account only in the event of the Company's liquidation or if the holder seeks to convert his respective shares into
cash upon a business combination which he voted against and which is actually completed by the Company. In no other circumstances shall the holder have any right or interest of any kind in or to the
trust account. 











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Exhibit 4.2