ContractRegistration Rights Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2008, by and among GLOBAL ENTERTAINMENT & MEDIA HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and the investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks • New York
THIS WARRANT AGREEMENT is made as of ___, 2008, between Global Entertainment & Media Holdings Corporation, a Delaware corporation, with offices at 1325 Avenue of the Americas, New York, NY 10019 (the “Company”), and (the “Warrant Agent”).
HOROWITZ SUBSCRIPTION AGREEMENTHorowitz Subscription Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks
Edward D. Horowitz (“Purchaser”) hereby subscribes for ONE MILLION SEVENTY-EIGHT THOUSAND ONE HUNDRED TWENTY-FIVE (1,078,125) units (the “Units”) of Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant) to purchase one share of Common Stock at an exercise price of $7.50 per share, for an aggregate purchase price of SIX THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($6,250.00) the receipt and sufficiency of which is hereby acknowledged. The undersigned represents and warrants to the Company that he is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Units registered in the undersigned’s name or, if not certificate
GLOBAL ENTERTAINMENT & MEDIA HOLDINGS CORPORATIONGlobal Entertainment & Media Holdings Corp • April 17th, 2008 • Blank checks
This letter will confirm our agreement that commencing on the effective date of the registration statement for the initial public offering of the securities of Global Entertainment & Media Holdings Corporation (the “Company”), you (“Bernard”) shall make available to the Company certain office space, administrative services and secretarial support, as may be agreed by the parties, situated at 1325 Avenue of the Americas, New York, New York 10019. In exchange therefor, the Company shall pay Bernard a monthly fee of $2,200 until the earlier of (i) the completion of the Company’s effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets, and (ii) the Company’s dissolution.
GLOBAL ENTERTAINMENT & MEDIA HOLDINGS CORPORATIONGlobal Entertainment & Media Holdings Corp • April 17th, 2008 • Blank checks
This letter will confirm our agreement that commencing on the effective date of the registration statement for the initial public offering of the securities of Global Entertainment & Media Holdings Corporation (the “Company”), you (“Haimovitz”) shall make available to Global Entertainment & Media Holdings Corporation (the “Company”), certain office space, administrative services and secretarial support, as may be agreed by the parties, situated at •, Los Angeles, California •. In exchange therefor, the Company shall pay Haimovitz a monthly fee of $7,800 until the earlier of (i) the completion of the Company’s effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or assets, and (ii) the Company’s dissolution.
FORM OF SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks • New York
This SECURITIES ESCROW AGREEMENT is made as of l, 2008 (the “Agreement”), by and among Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), each of the parties set forth in Exhibit A hereto (collectively the “Private Investors”) and JPMorgan Chase Bank, N.A., a national banking association (the “Escrow Agent”).
GLOBAL ENTERTAINMENT & MEDIA HOLDINGS CORPORATION FORM OF PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the __ day of _____, 2008, by and between Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), and _____________ (“Purchaser”).
DATE] Global Entertainment & Media Holdings Corporation 1325 Avenue of the Americas New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:Global Entertainment & Media Holdings Corp • April 17th, 2008 • Blank checks
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named in Schedule A (the “Underwriters”) to the Underwriting Agreement (the “Representative”), relating to the underwritten initial public offering (the “IPO”) pursuant to a Registration Statement on Form S-1 (File No. 333-149168) (the “Registration Statement”) 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 (a “Warrant”). Certain capitalized terms used herein are defined in Section 1 hereof.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks • New York
This Agreement is made as of l, 2008, by and between Global Entertainment & Media Holdings Corporation, a Delaware corporation whose principal office is located at 1325 Avenue of the Americas, New York, New York 10019 (the “Company”), and l located at l, New York, New York l (the “Trustee”).
BERNARD SUBSCRIPTION AGREEMENTBernard Subscription Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks
Ronald Bernard (“Purchaser”) hereby subscribes for ONE MILLION SEVENTY-EIGHT THOUSAND ONE HUNDRED TWENTY-FIVE (1,078,125) units (the “Units”) of Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant) to purchase one share of Common Stock at an exercise price of $7.50 per share, for an aggregate purchase price of SIX THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($6,250.00) the receipt and sufficiency of which is hereby acknowledged. The undersigned represents and warrants to the Company that he is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Units registered in the undersigned’s name or, if not certificated, p
HAIMOVITZ SUBSCRIPTION AGREEMENTHaimovitz Subscription Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks
Jules Haimovitz (“Purchaser”) hereby subscribes for ONE MILLION SEVENTY-EIGHT THOUSAND ONE HUNDRED TWENTY-FIVE (1,078,125) units (the “Units”) of Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant) to purchase one share of Common Stock at an exercise price of $7.50 per share, for an aggregate purchase price of SIX THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($6,250.00) the receipt and sufficiency of which is hereby acknowledged. The undersigned represents and warrants to the Company that he is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Units registered in the undersigned’s name or, if not certificated,
PIEGZA SUBSCRIPTION AGREEMENTPiegza Subscription Agreement • April 17th, 2008 • Global Entertainment & Media Holdings Corp • Blank checks
Mark J. Piegza hereby subscribes for ONE MILLION SEVENTY-EIGHT THOUSAND ONE HUNDRED TWENTY-FIVE (1,078,125) units (the “Units”) of Global Entertainment & Media Holdings Corporation, a Delaware corporation (the “Company”), each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant) to purchase one share of Common Stock at an exercise price of $7.50 per share, for an aggregate purchase price of SIX THOUSAND TWO HUNDRED FIFTY DOLLARS AND ZERO CENTS ($6,250.00) the receipt and sufficiency of which is hereby acknowledged. The undersigned represents and warrants to the Company that he is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Units registered in the undersigned’s name or, if not certificated, provide documen
