0000930413-06-006165 Sample Contracts

August 3, 2006
Media & Entertainment Holdings, Inc. • August 25th, 2006 • 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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FORM OF
Warrant Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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FORM OF
Registration Rights Agreement • August 25th, 2006 • 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 • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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900,000 UNITS OF
Media & Entertainment Holdings, Inc. • August 25th, 2006 • Blank checks • New York
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FORM OF
Investment Management Trust Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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FORM OF
Stock Escrow Agreement • August 25th, 2006 • 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 ___________, 2006 or such later date as we may advise on not less than one day's notice to you, at the office of Ladenburg Thalmann & Co. Inc., 590 Madison Avenue, 34th Floor, New...
Selected Dealers Agreement • August 25th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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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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