Exhibit 4.3
(SEE REVERSE SIDE FOR LEGEND)
(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.
NEW YORK CITY LOCAL TIME, [ ], 2011
THIS CERTIFIES THAT, for value received,
is the registered holder of a Warrant or Warrants expiring [ ], 2011 (the
“Warrant”) to
purchase one fully paid and non-assessable share of Common Stock, par value $0.001 per share
(
“Shares”), of
TM Entertainment and Media, Inc., a Delaware corporation (the
“Company”), for each
Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase
from
the Company, commencing on the later of
the Company’s completion of a merger, capital stock
exchange, asset acquisition, stock purchase or other similar business combination (
“Business
Combination”) or [ ], 2008, such number of Shares of
the Company at the price of
$5.50 per share, upon surrender of this Warrant Certificate accompanied by the annexed duly
executed exercise form and payment of the Warrant Price at the office or agency of the Warrant
Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to
the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant
Agreement between
the Company and Continental Stock Transfer & Trust Company (the
“Warrant
Agreement”). The Warrant Agreement provides that upon the occurrence of certain events the Warrant
Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may,
subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant
is exercised.
No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a
Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the
Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be
issued to such holder.
Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.
Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.
The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither
the Company nor the Warrant Agent shall
be affected by any notice to the contrary.
This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.
The Company reserves the right to call the Warrant at any time prior to its exercise, with a
notice of call in writing to the holders of record of the Warrant, giving 30 days’ notice of such
call at any time after the Warrant becomes exercisable if the last sale price of the Shares has
been at least $11.50 per share on each of 20 trading days within any 30 trading day period ending
on the third business day prior to the date on which notice of such call is given. The call price
of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to
the Company by the end of the date specified in the notice of call shall be canceled on the books
of
the Company and have no further value except for the $0.01 call price.
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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AS WARRANT AGENT |
BY:
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Chairman of the Board, Co-Chief Executive Officer,
Secretary
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Co-Chief Executive Officer, Assistant Secretary,
Treasurer |
SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder irrevocably elects to exercise ___Warrants represented by this
Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such
Warrants, and requests that Certificates for such shares shall be issued in the name of
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
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and be delivered to |
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(PLEASE PRINT OR TYPE NAME AND ADDRESS) |
and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:
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Dated: |
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(SIGNATURE)
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(ADDRESS)
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(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received,____________________hereby sell, assign, and transfer unto
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
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and be delivered to |
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(PLEASE PRINT OR TYPE NAME AND ADDRESS) |
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of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint |
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Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. |
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Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).
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THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.
