UNDERWRITING AGREEMENT between TM ENTERTAINMENT AND MEDIA, INC. and PALI CAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • September 11th, 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:
WARRANT AGREEMENTWarrant Agreement • September 11th, 2007 • TM Entertainment & Media, Inc. • Blank checks • 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”).
AGREEMENTAgreement • September 11th, 2007 • TM Entertainment & Media, Inc. • Blank checks
This Agreement sets forth the understanding with respect to certain transactions in connection with the formation, and initial public offering (“IPO”) of the securities of TM Entertainment and Media, Inc. (the “Corporation”) between Theodore S. Green and Malcolm Bird and in connection with the private placement that will occur pursuant to the Securities Purchase Agreement to be entered into simultaneously with the consummation of the Corporation’s IPO (the “Warrants”). In connection with the foregoing, the undersigned hereby agrees with you as set forth herein. Capitalized terms used but not defined herein shall have the meanings given such terms in the Amended and Rested Certificate of Incorporation of the Corporation (the “Charter”).
