Media & Entertainment Holdings, Inc. Sample Contracts

EXHIBIT 10.13 MEDIA & ENTERTAINMENT HOLDINGS, INC. STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") dated as of the 25th day of August, 2005 (the "Date of Grant"), by and between MEDIA & ENTERTAINMENT HOLDINGS, INC., a Delaware corporation having...
Stock Option Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • Delaware
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BETWEEN
Underwriting Agreement • October 17th, 2005 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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EXHIBIT 1.1 UNDERWRITING AGREEMENT BY AND BETWEEN MEDIA & ENTERTAINMENT HOLDINGS, INC.,
Underwriting Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Registration Rights Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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EXHIBIT 10.23 MEDIA & ENTERTAINMENT HOLDINGS, INC. STOCK OPTION AGREEMENT AGREEMENT (this "Agreement") dated as of the 25 day of April, 2006 (the "Date of Grant"), by and between MEDIA & ENTERTAINMENT HOLDINGS, INC., a Delaware corporation having...
Stock Option Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • Delaware
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Warrant Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Warrant Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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August 3, 2006
Voting Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned hereby agrees with the Company and Ladenburg Thalmann & Co. Inc. to not propose, or vote in favor of, any amendment to the Company's Certificate of Incorporation to extend the period of time in which the Company must consummate a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering) prior to its liquidation. Should such a proposal be put before stockholders other than through actions by any of the undersigned, each of the undersigned hereby agrees to vote against such proposal. This agreement may not be modified or amended under any circumstances.

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EXHIBIT 1.1 UNDERWRITING AGREEMENT BY AND BETWEEN MEDIA & ENTERTAINMENT HOLDINGS, INC., LAZARD CAPITAL MARKETS LLC
Underwriting Agreement • December 26th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Registration Rights Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES MEDIA & ENTERTAINMENT HOLDINGS, INC.
Administrative Services Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc.

This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial public offering ("IPO") of the securities of Media & Entertainment Holdings, Inc. ("Company") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Transmedia Corporation ("Transmedia") shall make available to the Company certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in the Dallas, Texas area as may be required by the Company from time to time, situated at ____________________________ (or any successor location). In exchange therefor, the Company shall pay to Transmedia the sum of $7,500 per month (the "Fee") on the Effective Date and continuing monthly thereafter.

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FORM OF
Investment Management Trust Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Stock Escrow Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2007 or such later date as we may advise on not less than one day's notice to you, at the office of Lazard Capital Markets LLC, 30 Rockefeller Plaza, New York, New York...
Selected Dealers Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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750,000 UNITS OF
Purchase Option Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
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EXHIBIT 10.28 SUBSCRIPTION AGREEMENT
Subscription Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 25,000 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Founders' Warrant for an aggregate purchase price of $25,000 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO").

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EXHIBIT 1.1 UNDERWRITING AGREEMENT BY AND BETWEEN MEDIA & ENTERTAINMENT HOLDINGS, INC.,
Underwriting Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Exhibit 10.46 SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 162,500 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Founders' Warrant for an aggregate purchase price of $162,500 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO").

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Exhibit 10.42 SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 34,375 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Founders' Warrant for an aggregate purchase price of $34,375 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO").

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540,000 UNITS OF
Unit Purchase Option • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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OF
Unit Purchase Option Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 29th, 2009 • Media & Entertainment Holdings, Inc. • Blank checks • New York

This Agreement is made as of March 9, 2007 by and between MEDIA & ENTERTAINMENT HOLDINGS, INC. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 1,300,000 warrants ("Existing Stockholders' Warrants"), each to purchase one share of common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation (the "Corporation"), at $1.00 per Existing Stockholders' Warrant for an aggregate purchase price of $1,300,000 ("Purchase Price"). The purchase and issuance of the Existing Stockholders' Warrants shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO"). The Existing Stockholders' Warrants shall have the same terms as the warrants issued to public stockholders as part of the IPO, except that, as summarized in the prospectus filed in connection with the IPO, the Existing Stockholders' Warrants will not be subject to redemption by the Corporation, and the Existing Stockholders' Warrants may be exercised on a so-called "cashless" basis so long as they are held by the undersigned (i.e., the holder may pay the ex

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August 3, 2006 Media & Entertainment Holdings, Inc. 4429 Edmondson Avenue Dallas, Texas 75205 Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10112 Ladenburg Thalmann & Co. Inc. 153 East 53rd Street New York, New York 10022...
Agreement Regarding Business Combination and Liquidation Terms • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned hereby agrees with the Company, Lazard Capital Markets LLC and Ladenburg Thalmann & Co. Inc. to not propose, or vote in favor of, any amendment to the Company's Certificate of Incorporation to extend the period of time in which the Company must consummate a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering) prior to its liquidation. Should such a proposal be put before stockholders other than through actions by any of the undersigned, each of the undersigned hereby agrees to vote against such proposal. This agreement may not be modified or amended under any circumstances.

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EX-1.1 MEDIA & ENTERTAINMENT HOLDINGS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Media & Entertainment Holdings, Inc. 4429 Edmondson Avenue Dallas, Texas 75205
Stock Option Agreement • May 11th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks

This shall confirm that the exercise price of the Option evidenced by the Agreement is hereby increased from $6.00 per share to $8.00 per share, and that the vesting schedule is hereby amended as follows: as to the first one-third of the Option Shares, upon consummation of the Company's initial business combination, provided and on condition that the Optionee has remained as a director of the Company throughout the period from August 25, 2005 through and including the date of the Company's initial business combination, (ii) as to an additional one-third of the Option Shares, on the first anniversary of the Company's initial business combination, provided and on condition that the Optionee has remained as a director of the Company throughout the period from August 25, 2005 through and including the first anniversary of the Company's initial business combination, and (iii) as to the final one-third of the Option Shares, on the second anniversary of the Company's initial business combinat

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