AGREEMENT
Exhibit 10.15
AGREEMENT (this “Agreement”) dated as of June 15, 2007, by and between Xxxxxxxx X. Xxxxx and
Xxxxxxx Xxxx.
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 Xxxxxxxx X. Xxxxx and Xxxxxxx Xxxx 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”).
Pursuant to Article “SEVENTH”, subsection (C), of the Charter, in the event that the
Corporation does not consummate a Business Combination by the Termination Date, the officers of the
Corporation are required to dissolve and liquidate the Corporation as soon as reasonably
practicable. In the event that the officers of the Corporation do take such action to dissolve and
liquidate the Corporation, the undersigned hereby agrees that he shall pay to you the sum of
300,000 (the “Sum”), payable in 12 equal quarterly installments of $25,000, beginning on
the earlier of (i) [___, 2009] or (ii) the earlier of the dissolution or liquidation of the
Corporation. While no interest shall accrue on the Sum, if the undersigned does not pay each such
monthly installment within 15 days of the corresponding date on Exhibit A, then the
undersigned agrees that the outstanding amount of the Sum shall bear interest at an annual rate of
prime plus 1% (the “Late Fee”).
Further, it is hereby agreed and understood that of the 2,100,000 Warrants, Xxx Xxxxx shall be
entitled to purchase 1,850,000 Warrants, and Xxxxxxx Xxxx, shall be entitled to purchase
250,000 Warrants, each simultaneously with the consummation of the IPO.
The provisions of Article “SEVENTH”, subsection (C) of the Charter are hereby incorporated by
reference, mutatis mutandis, as if fully set forth herein.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set
forth above.
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| XXXXXXX XXXX | ||||
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| XXXXXXXX X. XXXXX | ||||
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