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.
