REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2007, by and among TM Entertainment and Media, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between TM ENTERTAINMENT AND MEDIA, INC. and PALI CAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • October 12th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
The undersigned, TM Entertainment and Media, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Pali Capital, Inc. (“Pali Capital” and also referred to herein variously as “you,” or the “Representative”) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 27th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
This Agreement is made as of [ ] [ ], 2007 by and between TM Entertainment and Media, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • September 11th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
This Warrant Agreement is made as of [ ], 2007 between TM Entertainment and Media, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of CHINA MEDIAEXPRESS HOLDINGS, INC. Void after January __, 2015Warrant Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • New York
This certifies that, for value received, Starr Investments Cayman II, Inc., or its registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), 1,545,455 shares (the “Warrant Shares”) of the common stock, par value US$0.001 per share, of the Company (the “Common Stock”) as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Warrant Exercise Price as set forth in Section 1.1 below. The number, character and Warrant Exercise Price of such shares of common stock are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange
INVESTOR RIGHTS AGREEMENT by and among China MediaExpress Holdings, Inc., Mr. Zheng Cheng, Ou Wen Lin, Qingping Lin, Thousand Space Holdings Limited, Bright Elite Management Limited, and Starr Investments Cayman II, Inc. January [•], 2010Investor Rights Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • Delaware
INVESTOR RIGHTS AGREEMENT, dated as of January [ ], 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), Mr. Zheng CHENG, a citizen of the People’s Republic of China (the “PRC” or “China”), identification number 350103197103110058 (the “Founder”), Ou Wen Lin, a citizen of the Republic of Philippines, passport number G15042722, and Qingping Lin, a citizen of the PRC, identification number 350127194911134311, Thousand Space Holdings Limited, a company organized under the laws of the British Virgin Islands (“Thousand”), Bright Elite Management Limited, a company organized under the laws of the British Virgin Islands (“Bright”, together with the Founder, Ou Wen Lin, Qingping Lin and Thousand, the “Sponsor Shareholders”), and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”).
SECURITIES PURCHASE AGREEMENT by and among China MediaExpress Holdings, Inc., Fujian Zongheng Express Information Technology, Ltd., Fujian Fenzhong Media Co., Ltd. Mr. Zheng Cheng, Mr. Ou Wen Lin, Mr. Qingping Lin, Thousand Space Holdings Limited,...Securities Purchase Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated January 12, 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”), Fujian Zongheng Express Information Technology, Ltd. a limited liability company established in the PRC and a wholly-owned Subsidiary of the Company (the “WFOE”), Zheng Cheng, a citizen of the People’s Republic of China (the “PRC”, or “China”), identification number 350103197103110058, Ou Wen Lin, a citizen of the Republic of Philippines, passport number G15042722, and Qingping Lin, a citizen of the PRC, identification number 350127194911134311, Fujian Fenzhong Media Co., Ltd., a limited liability company operating in the media business established in the PRC (the “PRCCo”), controlled by the WFOE through contractual agreements and arrangements, Thousand Space Holding Limited, a company organized under the laws of the British Virgin Islands (“Thousand”), and Bright Elite Management Limited, a company organized under the laws of
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • July 27th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 18th day of June 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and Malcolm Bird (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [·] day of [·] 2010, by and among China MediaExpress Holdings, Inc., a Delaware corporation (the “Company”) and Starr Investments Cayman II, Inc., a company organized with limited liability under the laws of the Cayman Islands (the “Investor”). Any and all capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • October 10th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 18th day of June 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and John W. Hyde Living Trust (the “Purchaser”).
Form of Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • November 9th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 17, 2009 in Fuzhou, the People’s Republic of China (“China” or the “PRC”).
ContractExclusive Option Agreement • November 9th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising
AGREEMENTAgreement • September 11th, 2007 • TM Entertainment & Media, Inc. • Blank checks
This Agreement sets forth the understanding with respect to certain transactions in connection with the formation, and initial public offering (“IPO”) of the securities of TM Entertainment and Media, Inc. (the “Corporation”) between Theodore S. Green and Malcolm Bird and in connection with the private placement that will occur pursuant to the Securities Purchase Agreement to be entered into simultaneously with the consummation of the Corporation’s IPO (the “Warrants”). In connection with the foregoing, the undersigned hereby agrees with you as set forth herein. Capitalized terms used but not defined herein shall have the meanings given such terms in the Amended and Rested Certificate of Incorporation of the Corporation (the “Charter”).
SHARE EXCHANGE AGREEMENT BY AND AMONG TM ENTERTAINMENT AND MEDIA, INC. HONG KONG MANDEFU HOLDINGS LTD. FUJIAN ZHONG HENG EXPRESS INFORMATION TECHNOLOGY CO., LTD. FUJIAN FENZHONG MEDIA CO., LTD. THOUSAND SPACE HOLDING LIMITED BRIGHT ELITE MANAGEMENT...Share Exchange Agreement • May 15th, 2009 • TM Entertainment & Media, Inc. • Blank checks • New York
SHARE EXCHANGE AGREEMENT, dated as of May 1, 2009 (this “Agreement”), by and among TM ENTERTAINMENT AND MEDIA, INC., a corporation incorporated in the State of Delaware, USA (“TM” or, following the consummation of the Share Exchange (as defined below), the “Company”), HONG KONG MANDEFU HOLDINGS LTD, a limited company incorporated in Hong Kong (“HMDF”), FUJIAN ZHONG HENG EXPRESS INFORMATION TECHNOLOGY CO., LTD. a limited liability company established in the PRC and a wholly-owned subsidiary of HMDF (“ZH”), ZHENG CHENG, an individual, OU WEN LIN, an individual, and QINGPING LIN, an individual, FUJIAN FENZHONG MEDIA CO., LTD., a limited liability company operating in media business established in PRC (“FF” and, together with HMDF and ZH, the “HMDF Entities”), controlled by ZH by contractual agreements and arrangements, THOUSAND SPACE HOLDING LIMITED, a company organized under the laws of the British Virgin Islands (“Thousand”), and BRIGHT ELITE MANAGEMENT LIMITED, a company organized unde
Form of Equity Interest Pledge AgreementEquity Interest Pledge Agreement • November 9th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on April 17, 2009 in Fuzhou, the People’s Republic of China (the “China” or the “PRC”):
Form of Loan AgreementLoan Agreement • November 9th, 2010 • China MediaExpress Holdings, Inc. • Services-advertising
This Loan Agreement (this "Agreement") is made and entered into by and between the parties below as of the 17th day of April, 2009 in Fuzhou, the People's Republic of China ("China" or “PRC”):
AGREEMENTWarrant Purchase Agreement • October 10th, 2007 • TM Entertainment & Media, Inc. • Blank checks
WHEREAS, in connection with the initial public offering of securities of the Corporation, the Corporation will sell to Green and Bird and others an aggregate of 2,100,000 warrants to purchase common stock of the Corporation (the “Warrants”); and
TM ENTERTAINMENT AND MEDIA, INC.Administrative Services Agreement • June 18th, 2007 • TM Entertainment & Media, Inc.
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement for the initial public offering (“IPO”) of the Units of TM Entertainment and Media, Inc. (the “Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus) or its liquidation, you shall make available to the Company certain administrative services, as well as the use of certain office space in New York City, as may be required by the Company from time to time, situated at 307 East 87th Street (or any successor location). In exchange therefor, the Company shall pay you, one of your affiliates or a third-party the sum of $7,500 on the Effective Date and the first day of each month thereafter.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
This Securities Escrow Agreement (this “Agreement”) is made and entered into as of ], 2007, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), TM Entertainment and Media, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company (collectively, the “Stockholders”) and [ ] (“[ ]”), with reference to the following facts:
AGREEMENTLoan Agreement • May 15th, 2009 • TM Entertainment & Media, Inc. • Blank checks
WHEREAS, in connection with ongoing efforts of the Corporation to complete a Business Combination (as herein defined), Green has agreed to lend to the Corporation initially $200,000 plus up to an additional $100,000 in his sole discretion (the amount so loaned from time to time, the “Loan”) to fund ongoing expenses of the Corporation; and
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ] 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and [ ], a Delaware limited liability company (the “Purchaser”).
