EXHIBIT 10.28
SUBSCRIPTION AGREEMENT
As of April 25, 2006
To the Board of Directors of
Media & Entertainment Holdings, Inc.:
Gentlemen:
The undersigned hereby subscribes for and agrees to purchase 25,000
warrants ("Existing Stockholders' Warrants"), each to purchase one share of
common stock, of Media & Entertainment Holdings, Inc., a Delaware corporation
(the "Corporation"), at $1.00 per Founders' Warrant for an aggregate purchase
price of $25,000 ("Purchase Price"). The purchase and issuance of the Existing
Stockholders' Warrants shall occur simultaneously with the consummation of the
Corporation's initial public offering of securities ("IPO").
At least 24 hours prior to the effective date of the registration
statement filed in connection with the IPO ("Registration Statement"), the
undersigned shall deliver the Purchase Price (less $25,000, representing the
aggregate amount of the loan made by the undersigned to the Corporation to fund
its working capital requirements prior to the date hereof, which loan is being
repaid out of the proceeds of the IPO) to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP to hold until
the Corporation consummates the IPO. Simultaneously with the consummation of the
IPO, ▇▇▇▇▇▇▇▇▇ Traurig, LLP shall deposit the Purchase Price (less $25,000,
representing the aggregate amount of the loan made by the undersigned to the
Corporation to fund its working capital requirements prior to the date hereof,
which loan is being repaid out of the proceeds of the IPO) into the trust fund
("Trust Fund") established by the Corporation for the benefit of the
Corporation's public stockholders as described in the Corporation's Registration
Statement, pursuant to the terms of an Investment Management Trust Agreement to
be entered into between the Corporation and Continental Stock Transfer & Trust
Company. In the event that the IPO is not consummated, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP
shall return such amount to the undersigned, without interest or deduction.
The undersigned represents and warrants that it has been advised that
the Existing Stockholders' Warrants have not been registered under the
Securities Act; that it is acquiring the Existing Stockholders' Warrants for its
account for investment purposes only; that it has no present intention of
selling or otherwise disposing of the Existing Stockholders' Warrants (or the
underlying shares of common stock) in violation of the securities laws of the
United States; that it is an "accredited investor" as defined by Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act"); and that it is familiar with the proposed business,
management, financial condition and affairs of the Corporation.
Moreover, the undersigned agrees that he shall not sell or transfer the
Existing Stockholders' Warrants or any underlying shares of common stock
(collectively, "Insider Securities") until 90 days after the Corporation
consummates a merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business ("Business Combination") and
acknowledges that the certificates for such Existing Stockholders' Warrants
shall contain a legend indicating such restriction on transferability.
Additionally, the undersigned hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements
with the Company and will not seek recourse against the Trust Fund for any
reason whatsoever.
The Company hereby acknowledges and agrees that, at the time the
warrants issued as part of the units in the IPO become exercisable, the Company
shall allow the undersigned to exercise the Existing Stockholders' Warrants by
surrendering the warrant for that number of shares of common stock equal to the
quotient obtained by dividing (x) the product of the number of shares of common
stock underlying the warrant, multiplied by the difference between the warrant
exercise price and the "Fair Market Value" (defined below) by (y) the Fair
Market Value. The "Fair Market Value" shall mean the average reported last sale
price of the common stock for the 10 trading days ending on the third trading
day prior to the date on which the undersigned delivers notice to the Company of
its intent to exercise the Existing Stockholder's Warrants.
Very truly yours,
TRANSMEDIA CORPORATION
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Agreed to:
Media & Entertainment Holdings, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Executive Officer
▇▇▇▇▇▇▇▇▇ Traurig, LLP
By: /s/ ▇▇▇▇ Annex
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Name: ▇▇▇▇ Annex
Title: Shareholder
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