TM Entertainment and Media, Inc.
The Solicitation of Revocation of Consents of TM Entertainment and Media, Inc. (the
“Company”),
dated
January 9, 2009, is amended by replacing the section
“The Solicitation” in its entirety with
the following:
Persons affiliated with or employed by
the Company or
the Company’s affiliates may assist the
Company in the solicitation of revocations. Banks, brokerage houses and other custodians, nominees
and fiduciaries will be requested to forward
the Company’s solicitation material to the beneficial
owners of
the Company’s Common Stock for whom they hold such shares.
The Company will reimburse
these organizations for their reasonable out-of-pocket expenses.
The Company intends to retain
MacKenzie Partners, Inc. (
“MacKenzie”) to assist it in soliciting revocations for approximately
$10,000 plus reasonable out-of-pocket expenses.
The Company expects that approximately 20
employees of MacKenzie will solicit revocations from
the Company’s stockholders. In addition, the
Company has retained Pali Capital, Inc. (
“Pali”), the representative of the underwriters of the
Company’s initial public offering, as financial advisor, and in such role Pali will assist the
Company in soliciting consent revocations. Pali will receive no consideration for this role, but
will be reimbursed by
the Company for reasonable out-of-pocket expenses.
The Company expects that
up to 7 employees of Pali will assist in soliciting revocations. In connection with its initial
public offering,
the Company sold to Pali an option to purchase up to 700,000 units (consisting of
one share of Common Stock and one warrant to purchase one share of Common Stock) for $10 per unit.
In addition, $3,281,600 of the underwriting commissions and discounts payable to the underwriters
in
the Company’s initial public offering (including Pali) were deferred and placed in
the Company’s
trust account and will not be paid to the underwriters if
the Company does not complete a business
combination by
October 17, 2009.
The Company will bear all of the expenses related to this
revocation solicitation.