UNDERWRITING AGREEMENT between TM ENTERTAINMENT AND MEDIA, INC. and PALI CAPITAL, INC. Dated: ___________, 2007Underwriting Agreement • October 10th, 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:
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • October 10th, 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 John W. Hyde Living Trust (the “Purchaser”).
AGREEMENTWarrant Purchase Agreement • October 10th, 2007 • TM Entertainment & Media, Inc. • Blank checks
WHEREAS, in connection with the initial public offering of securities of the Corporation, the Corporation will sell to Green and Bird and others an aggregate of 2,100,000 warrants to purchase common stock of the Corporation (the “Warrants”); and
