SUBSCRIPTION AGREEMENT
August 3, 2006
To the Board of Directors of
Media & Entertainment Holdings, Inc.:
Gentlemen:
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
exercise price associated with any exercise by having the Corporation withhold a
number of shares otherwise issuable upon such exercise having a fair market
value equal to the applicable aggregate exercise price).
At least 24 hours prior to the effective date of the registration
statement filed in connection with the IPO ("Registration Statement"), the
undersigned shall deliver the Purchase Price to Xxxxxxxxx Xxxxxxx, LLP to hold
until the Corporation consummates the IPO. Simultaneously with the consummation
of the IPO, Xxxxxxxxx Traurig, LLP shall deposit the Purchase Price into the
trust fund ("Trust Fund") established by the Corporation for the benefit of the
Corporation's public stockholders as described in the Corporation's Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to
be entered into between the Corporation and Continental Stock Transfer & Trust
Company. In the event that the IPO is not consummated, Xxxxxxxxx Xxxxxxx, LLP
shall return the Purchase Price to the undersigned, without interest or
deduction.
The undersigned represents and warrants that it has been advised that
the Existing Stockholders' Warrants have not been registered under the
Securities Act; that it is acquiring the Existing Stockholders' Warrants for its
account for investment purposes only; that it has no present intention of
selling or otherwise disposing of the Existing Stockholders' Warrants in
violation of the securities laws of the United States; that it is an "accredited
investor" as defined by Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act"); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover, the undersigned agrees that he shall not sell or transfer the
Existing Stockholders' Warrants or any underlying shares of common stock
(collectively, "Insider Securities") until 90 days after the Corporation
consummates a merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business ("Business Combination") and
acknowledges that the certificates for such Existing Stockholders' Warrants
shall contain a legend indicating such restriction on transferability.
Additionally, the undersigned hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever.
The Company hereby acknowledges and agrees that, at the time the
warrants issued as part of the units in the IPO become exercisable, the Company
shall allow the undersigned to exercise the Existing Stockholders' Warrants by
surrendering the warrant for that number of shares of common stock equal to the
quotient obtained by dividing (x) the product of the number of shares of common
stock underlying the warrant, multiplied by the difference between the warrant
exercise price and the "Fair Market Value" (defined below) by (y) the Fair
Market Value. The "Fair Market Value" shall mean the average reported last sale
price of the common stock for the 10 trading days ending on the third trading
day prior to the date on which the undersigned delivers notice to the Company of
its intent to exercise the Existing Stockholder's Warrants.
Very truly yours,
HEARST CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------------------
Xxxxxx X. Xxxxxxxx
Senior Vice President and Chief Financial Officer
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Agreed to:
MEDIA & ENTERTAINMENT HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief Operating Officer
XXXXXXXXX TRAURIG, LLP
By: /s/ Xxxx Annex
----------------------------------
Name: Xxxx Annex
Title: Shareholder
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