Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1/A Amendment #2 to Form S-1 HTML 580K
12: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 16K
2: EX-1.1 Ex-1.1: Form of Underwriting Agreement HTML 204K
3: EX-4.4 Ex-4.4: Form of Warrant Agreement HTML 70K
4: EX-4.5 Ex-4.5: Form of Unit Purchase Option HTML 85K
5: EX-5.1 Ex-5.1: Form of Opinion of Morrison Cohen LLP HTML 12K
10: EX-10.15 Ex-10.15: Form of Agreement HTML 10K
6: EX-10.4 Ex-10.4: Form of Letter Agreement HTML 20K
7: EX-10.5 Ex-10.5: Form of Letter Agreement HTML 14K
8: EX-10.6 Ex-10.6: Form of Letter Agreement HTML 14K
9: EX-10.7 Ex-10.7: Form of Letter Agreement HTML 14K
11: EX-23.1 Ex-23.1: Consent of Goldstein Golub Kessler LLP HTML 7K
The undersignedholder of common stock, par value $0.001 per share
(“Common Stock”), of TM Entertainment and Media, Inc. (the “Company”), in
consideration of Pali Capital, Inc. (the “Underwriters”) entering into a letter of intent
and agreeing to act as lead underwriter in connection with the initial public offering of the
securities of the Company (the “IPO”), hereby agrees as follows:
1. Agreements of Stockholders
(a) The undersigned hereby waives any right to receive distributions (other than with respect
to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in
connection with the IPO or in the after market) upon the liquidation of the Trust Account (as
defined in the Certificate of Incorporation of the Company (as amended, the “Certificate”;
capitalized terms used herein but not defined herein have the meaning set forth in the
Certificate)), or as part of any plan of dissolution and distribution required in the event the
Company does not consummate a Business Combination by the Termination Date.
(b) The undersigned hereby waives any right set forth in the Certificate to demand conversion
of the undersigned’s shares of Common Stock into cash (other than with respect to Common Stock or
any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO
or in the after market) in the event a Business Combination is approved by the Company’s
stockholders.
(c) In connection with the stockholder vote required to approve a Business Combination, the
undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with
the majority of the votes cast by the public stockholders of the Company’s Common Stock and will
vote all shares of the Company’s Common Stock acquired by them in the IPO or aftermarket in favor
of any Business Combination negotiated by the officers of the Company. In connection with the
stockholder vote for the Company’s plan of dissolution and distribution, if any, required as a
result of the Company’s failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of
Common Stock then owned by the undersigned in favor of such dissolution and distribution.
(d) The undersigned and any affiliate of the undersigned will not be entitled to receive from
the Company, and will not accept from the Company, any compensation (including finder’s or
consulting fees) for services rendered to the Company prior to or in connection with the
consummation of a Business Combination (except as described in the registration statement filed
with and declared effective by the Securities and Exchange Commission in connection with the IPO
(the “Registration Statement”).
(e) The undersigned will escrow the shares of Common Stock owned by the undersigned
immediately prior to the IPO pursuant to a securities escrow agreement until the earliest of (i) one
year from the completion of a Business Combination, (ii) the Company’s liquidation, (iii) the
consummation of a business combination which results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the Company’s consummating a Business Combination and (iv) following a Business Combination, the last sales price of the Common Stock equals or exceeds $11.50 per share for any 20 trading days within any 30-trading day period.
The undersigned will escrow the
Warrants purchased in a private placement concurrent with the IPO pursuant to a securities escrow agreement until the later of one year
following the effective date of the Registration Statement and sixty (60) days following the
consummation of a Business Combination.
2. Miscellaneous
(a) The undersigned has full right and power, without violating any agreement by which the
undersigned is bound, to enter into this letter agreement.
(b) This letter agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The undersigned hereby
(i) agrees that any action, proceeding or claim against him arising out of or relating in any way
to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
the State of New York of the United States of America for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, and (ii) waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute
agent acceptable to the Underwriters within 30 days and nothing in this letter will affect the
right of either party to serve process in any other manner permitted by law.
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IN WITNESS WHEREOF, the undersigned has executed this agreement as of the date first written
above.
