REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2007, by and among TM Entertainment and Media, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
This Agreement is made as of [ ] [ ], 2007 by and between TM Entertainment and Media, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
This Warrant Agreement is made as of [ ], 2007 between TM Entertainment and Media, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
TM ENTERTAINMENT AND MEDIA, INC.Administrative Services Agreement • June 18th, 2007 • TM Entertainment & Media, Inc.
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement for the initial public offering (“IPO”) of the Units of TM Entertainment and Media, Inc. (the “Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the Company’s IPO prospectus) or its liquidation, you shall make available to the Company certain administrative services, as well as the use of certain office space in New York City, as may be required by the Company from time to time, situated at 307 East 87th Street (or any successor location). In exchange therefor, the Company shall pay you, one of your affiliates or a third-party the sum of $7,500 on the Effective Date and the first day of each month thereafter.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
This Securities Escrow Agreement (this “Agreement”) is made and entered into as of ], 2007, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), TM Entertainment and Media, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company (collectively, the “Stockholders”) and [ ] (“[ ]”), with reference to the following facts:
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • June 18th, 2007 • TM Entertainment & Media, Inc. • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ] 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and [ ], a Delaware limited liability company (the “Purchaser”).
