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Exhibit 4.1    
    


[FACE
OF CERTIFICATE—EDUCATION MEDIA INC.] 


UNITS 


U 


SEE
REVERSE FOR CERTAIN DEFINITIONS 


CUSIP
28140C 204 


EDUCATION
MEDIA INC. 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT EACH TO PURCHASE ONE SHARE OF COMMON STOCK 


This
Certifies that 


is
the owner of 


Units.



Each
Unit ("Unit") consists of one (1) share of common stock, par value $.0001 per share ("Common Stock"), of EDUCATION MEDIA INC., a Delaware corporation (the "Company"), and one
warrant
(the "Warrant"). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of
(i) the Company's completion of a business combination with a target business or (ii)                 , 2009 and will expire unless exercised before
5:00 p.m., Eastern Time, on
                , 2013, or earlier upon redemption (the "Expiration Date"). The Common Stock and Warrant comprising the Units represented by this certificate are not
transferable prior to
                , 2008, subject to earlier separation in the discretion of the representative of the underwriters; provided, however, in no event will the representative
of the underwriters allow
separate trading of the common stock and warrants until the Company files a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance
sheet reflecting the Company's receipt of the gross proceeds of the offering and issuing a press release announcing when such Reports trading will begin. The terms of the Warrants are governed by a
Warrant Agreement, dated as of                , 2007, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to
the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery
Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of
the Company. 


Witness
the facsimile seal of the Company and the facsimile signature of its duly authorized officers. 


COUNTERSIGNED
AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

BY:

AUTHORIZED OFFICER 


By



(SIGNATURE)

CHIEF EXECUTIVE OFFICER 


(SEAL) 


(SIGNATURE)

SECRETARY 










[REVERSE
OF CERTIFICATE] 


EDUCATION
MEDIA INC. 


The
Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each
class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. 



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)
	 
	

	 
	
 Units represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 
	
 Attorney to transfer the said Units 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 4.1