UNDERWRITING AGREEMENT between TM ENTERTAINMENT AND MEDIA, INC. and PALI CAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • July 27th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
The undersigned, TM Entertainment and Media, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Pali Capital, Inc. (“Pali Capital” and also referred to herein variously as “you,” or the “Representative”) and with the other Underwriters named on Schedule I hereto for which Pali Capital is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 27th, 2007 • TM Entertainment & Media, Inc. • Blank checks • 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”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • July 27th, 2007 • TM Entertainment & Media, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this 18th day of June 2007, by and between TM ENTERTAINMENT AND MEDIA, INC., a Delaware corporation (the “Company”), and Malcolm Bird (the “Purchaser”).
