0000930413-07-002087 Sample Contracts

FORM OF
Warrant Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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540,000 UNITS OF
Media & Entertainment Holdings, Inc. • March 8th, 2007 • Blank checks • New York
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FORM OF
Investment Management Trust Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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FORM OF
Stock Escrow Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2007 or such later date as we may advise on not less than one day's notice to you, at the office of Lazard Capital Markets LLC, 30 Rockefeller Plaza, New York, New York...
Selected Dealers Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
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Exhibit 10.46 SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 162,500 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 $162,500 ("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").

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Exhibit 10.42 SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 34,375 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 $34,375 ("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").

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Exhibit 10.45 SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 34,375 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 $34,375 ("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").

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EX-1.1 MEDIA & ENTERTAINMENT HOLDINGS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2007 • Media & Entertainment Holdings, Inc. • Blank checks • New York
Sample 1
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