FORM OFWarrant Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENT BY AND BETWEEN MEDIA & ENTERTAINMENT HOLDINGS, INC., LAZARD CAPITAL MARKETS LLCUnderwriting Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
FORM OFInvestment Management Trust Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
FORM OFStock Escrow Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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 Lazard Capital Markets LLC, 30 Rockefeller Plaza, New York, New York...Selected Dealers Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
EXHIBIT 10.28 SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 25,000 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 Founders' Warrant for an aggregate purchase price of $25,000 ("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").
EXHIBIT 10.26 AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 275,000 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 Founders' Warrant for an aggregate purchase price of $275,000 ("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").
900,000 UNITS OFUnit Purchase Option • November 9th, 2006 • Media & Entertainment Holdings, Inc. • Blank checks • New York
August 3, 2006 Media & Entertainment Holdings, Inc. 4429 Edmondson Avenue Dallas, Texas 75205 Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10112 Ladenburg Thalmann & Co. Inc. 153 East 53rd Street New York, New York 10022...Agreement Regarding Business Combination and Liquidation Terms • November 9th, 2006 • Media & Entertainment Holdings, Inc. • 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, Lazard Capital Markets LLC 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.
