EX-10.4



 





EXHIBIT 10.4




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This Agreement is made as of [                              ] [               ], 2007 by and between TM Entertainment and
Media, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).



     WHEREAS, the Company’s Registration Statement on Form S-1, as amended, No. 333-
[               ] (together with any registration statement filed pursuant to Rule 462(b), the
“Registration Statement”), for its initial public offering of securities (the “IPO”) has been
declared effective as of the date hereof by the Securities and Exchange Commission (the “Effective
Date”); and



     WHEREAS, Pali Capital, Inc. is acting as the representative (the “Representative”) to the
underwriters in the IPO (collectively, with the Representative, the “Underwrites”); and



     WHEREAS, the Company has completed a private placement of 2,100,000 securities for an
aggregate purchase price of $2,100,000 (the “Private Placement”); and



     WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Certificate of Incorporation, $70,520,000 (inclusive of all discounts and commissions including
the Deferred Discount as defined below) of the proceeds of the IPO and the sale of securities in a
private placement simultaneously with the IPO ($80,888,000 if the Underwriters’
over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and
held in a trust account for the benefit of the Company and the holders of the Company’s common
stock, par value $0.001 per share, issued in the IPO (the amount to be delivered to the Trustee
will be referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and
the Company will be referred to together as the “Beneficiaries”); and



     WHEREAS, a portion of the Property consists of $2,160,000 (or $2,484,000 if the Underwriter’s
over-allotment option is exercised in full) attributable to the Underwriters’ discount (“Deferred
Discount”) which the Underwriters have agreed to deposit in the Trust Account (defined below); and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property.



     IT IS AGREED:



     1.      Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, in a segregated trust account(s) (“Trust Account”) established by the Trustee at a
branch of JP Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee;




 









 








          (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;




          (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest
the Property in any “Government Security” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds
selected by the Company meeting the conditions specified in paragraphs c(2), c(3) and c(4) under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the
Company;




          (d) Collect and receive, when due, all principal and income arising from the Property, which
income, net of taxes, shall become part of the “Property,” as such term is used herein;




          (e) Notify the Company of all communications received by it with respect to any Property which
communications require that notice be given by the Company or action be taken by the Company;




          (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns relating to income from the Property
in the Trust Account or otherwise;




          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company in writing to do so;




          (h) Render to the Company and to the Representative, and to such other person as the Company
may instruct, monthly written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account;




          (i) Until such time as the Trustee shall have disbursed an aggregate amount equal to
$1,900,000 to the Company (net of any expenses of the Trustee payable pursuant to Section 3(c) and
any income or other tax obligations relating to the income from the Property in the Trust, the
amount of such tax obligations as determined by the Company), the Trustee shall, upon the written
request of the Company, disburse to the Company, in cash, the amount of any income earned and
collected on the Trust Account. Following such time as the Trustee shall have disbursed an amount
equal to $1,900,000 to the Company (net of any expenses of the Trustee payable pursuant Section
3(c) and any income or other tax obligations relating to the income from the Property in the Trust,
the amount of such tax obligations as determined by the Company), if there is any income or other
tax obligation relating to the income from the Property in the Trust Account as determined by the
Company, then, from time to time, at the written instruction of the Company, the Trustee shall
promptly to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, liquidate such assets held in the Trust Account as shall be designated by the Company
in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account,
the amount indicated by the Company as owing in respect of such income tax obligation; and




 









 








          (j) Commence liquidation of the Trust Account promptly only upon receipt of and only in
accordance with the terms of a letter (the “Termination Letter”), in a form substantially similar
to that attached hereto as either Exhibit A or Exhibit B as the case by be, signed on behalf of the
Company by (i) either Co-Chief Executive Officer or the Chairman
of the Board and (ii) the Chief Financial
Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents referred to therein,
provided, however, that in the event a Termination Letter has not been received by the 24-month
anniversary of the effective date of the Registration Statement (the “Last Date”), the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached hereto as Exhibit B to the stockholders of record on the Last Date.




          The provisions of this Section 1(j) may not be modified, amended or deleted under any
circumstances. The Trustee understands and agrees that, except as provided in paragraphs 1(j), and
7(a) hereof, disbursements from the Trust Account shall be made only pursuant to a duly executed
Termination Letter, together with the other documents referenced herein.




     2.      Limited Distributions Of Income From Trust Account.



     Each of the parties hereto hereby acknowledge and agree that no distributions from the Trust
Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.



     3.      Agreements and Covenants of the Company. The Company hereby agrees and covenants
to:



          (a) Give
all instructions to the Trustee hereunder in writing, signed by
either Co-Chief
Executive Officer of the Company. Provide the Underwriters with a copy of any Termination Letter
and/or any other correspondence that it issues with respect to any proposed withdrawal from the
Trust Account promptly after it issues same. In addition, except with respect to its duties under
Sections 1(i) and 1(j) above, the Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;




          (b) Subject to the provisions of Section 6 hereof, hold the Trustee harmless and indemnify the
Trustee from and against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim and the nature, basis and amount of
such claim to the extent then known (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such


 









 








Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company
shall be entitled to participate in such action with its own counsel;




          (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee
for each disbursement made pursuant to Section 1(i) as set forth on Schedule A hereto, which fees
shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees and further agreed that said transaction processing
fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to
Section 1(i). The Company shall pay the Trustee the initial acceptance fee and first year’s annual
fee at the consummation of the IPO and shall thereafter pay the annual fee on the anniversary of
the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Fund. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c)
and as may be provided in Section 3(b) hereof (it being expressly understood that the Property
shall not be used to make any payments to the Trustee under such Sections);




          (d) Provide the Representative with a copy of any Termination Letter and/or any other
correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust
Account promptly after it receives same;




          (e) Provide to the Trustee any letter of intent, agreement in principle or definitive
agreement that is executed prior to [               ,                              ] in connection with a business
combination as described in and contemplated by the Registration Statement (a “Business
Combination”) together with a certified copy of a unanimous resolution of the Board of Directors of
the Company affirming that such letter of intent, agreement in principle or definitive agreement is
in effect; and




          (f) In connection with any vote of the Company’s stockholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the
business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee)
verifying the vote of the Company’s stockholders regarding such Business Combination.




     4.      Limitations of Liability. The Trustee shall have no responsibility or liability:



          (a) to take any action with respect to the Property, other than as directed in Section 1
hereof and the Trustee shall have no liability to any party except for liability arising out of its
own gross negligence or willful misconduct;




          (b) to institute any proceeding for the collection of any principal and income arising from,
or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;




          (c) to change the investment of any Property, other than in compliance with Section 1(c);




 








 








          (d) to refund any depreciation in principal of any Property;




          (e) to assume that the authority of any person designated by the Company or the Representative
to give instructions hereunder shall not be continuing unless provided otherwise in such
designation, or unless the Company or the Representative shall have delivered a written revocation
of such authority to the Trustee;




          (f) to the other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, judgment, instruction, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this agreement or any of the
terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;




          (g) in respect of the correctness of the information set forth in the Registration Statement
or to confirm or assure that any acquisition made by the Company or any other action taken by it is
as contemplated by the Registration Statement unless an officer of the Trustee has actual knowledge
thereof, written notice of such event is sent to the Trustee or as otherwise required under
Section 1(j) hereof;




          (h) Pay any taxes on behalf of the Trust Account (it being expressly understood that, as set
forth in Section 1(i), if there is any income tax obligation relating to the income of the Property
in the Trust Account, then, at the written instruction of the Company, the Trustee shall disburse
to the Company the amount indicated by the Company as owing in respect of such income tax
obligation); and




          (i) Verify calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i) or 1(k).




     5.      Certain Rights of Trustee.



          (a) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or opinion of counsel or both. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate or opinion of counsel. The Trustee
may consult with counsel and the advice of such counsel or any opinion of counsel shall be full and
complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.




          (b) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.




 









 








          (c) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Agreement.




          (d) The Trustee shall not be responsible for and make no representation as to the validity or
adequacy of this Agreement, and it shall not be accountable for the Company’s use of the proceeds
from the Trust Account. Notwithstanding the effective date of this Agreement or anything to the
contrary contained in this Agreement, the Trustee shall have no liability or responsibility for any
act or event relating to this Agreement or the transactions related thereto which occurs prior to
the date of this Agreement, and shall have no contractual obligations to the Beneficiaries until
the date of this Agreement.




     6.      Termination. This Agreement shall terminate as follows:



          (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor
trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever that arises due to any actions or omissions to act by any party after such deposit; or




          (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 3(b).




     7.      Waiver.



     Notwithstanding anything herein to the contrary, the Trustee hereby waives any and all right,
title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account, and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the Trust Account for any reason whatsoever. In the event that the Trustee has a claim against the
Company under this Agreement, including, without limitation, under Section 4(b), the Trustee will
pursue such claim solely against the Company and not against the Property held in the Trust
Account.



     8.      Miscellaneous.



          (a) The Company and the Trustee each acknowledge and agree that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the Trust Account. Upon
receipt of written instructions, the Trustee will confirm such instructions with an Authorized
Individual at an Authorized Telephone Number listed on the attached Exhibit

 









 








C. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary’s
bank or intermediary bank, rather than names. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in an account number or other identifying number,
provided it has accurately transmitted the numbers so provided to it.




          (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to the conflicts of law principles thereof. It may
be executed in one or more counterparts, each of which shall constitute an original, and together
shall constitute one and the same instrument.




          (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. The parties hereto may change, waive, amend or modify any
provision contained herein that may be defective or inconsistent with any other provision contained
herein only upon the written consent of each of the parties hereto; provided,
however, that no such change, amendment or modification (other than to correct a
typographical or similar technical error) may be made to Sections 1(i), and 1(j) hereof without the
consent of 95% of the Public Stockholders, it being the specific intention of the parties hereto
that each Public Stockholder is and shall be a third-party beneficiary of this Section 7(c) with
the same right and power to enforce this Section 7(c) as either of the parties hereto. For purposes
of this Section 7(c), the “consent of 95% of the Public Stockholders” shall mean receipt by the
Trustee of a certificate from an entity certifying that (i) such entity regularly engages in the
business of serving as inspector of elections for companies whose securities are publicly traded,
and (ii) either (a) 95% of the Public Stockholders of record as of a record date established in
accordance with Section 213(a) of the Delaware General Corporation Law, as amended (the “DGCL”),
have voted in favor of such amendment or modification or (b) 95% of the Public Stockholders of
record as of a record date established in accordance with Section 213(b) of the DGCL has delivered
to such entity a signed writing approving such amendment or modification. As to any claim,
cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to
trial by jury.




          (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York for purposes of resolving any disputes hereunder.




          (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:




     if to the Trustee, to:


Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor




 









 







New York, New York 10004

Attn: Steven G. Nelson

Fax: 212 509 5150

Email: cstsgn@aol.com




     if to the Company, to:


TM Entertainment and Media, Inc.

307 East 87th Street

New York, NY 10128

Attn: Theodore S. Green

Telephone: (212) 289-6942

Facsimile: (212) 289-6942




     with copies to:


Morrison Cohen LLP

909 Third Avenue

New York, NY 10022

Attn: Jack Levy, Esq.

Fax: (212) 735-8600

Email: jlevy@morrisoncohen.com




     in either case with a copy on behalf of the Underwriters to:


Pali Capital, Inc.

650 Fifth Avenue

New York, NY 10019

Attn: R. Michael Powell

Telephone: (212) 259-2071

Facsimile: (212) 259-2093

Email: MPowell@palicapital.com




     with a copy to:


Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attn: Christopher S. Auguste, Esq.

Fax: (212) 715-8000

Email: cauguste@kramerlevin.com




          (f) This Agreement may not be assigned by the Trustee without the prior written consent of the
Company.




 









 








          (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
part of the Property under any circumstance.




          (h) The Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company
in the Registration Statement and other materials relating to the IPO.




          (i) The Underwriters shall be third party beneficiaries of this Agreement and this Agreement
may not be modified or changed without the prior written consent of the Representative.




[Signature page follows]




 









 








     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.



	 	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Trustee  	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	TM ENTERTAINMENT AND MEDIA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Investment Management Trust Agreement]




 









 








EXHIBIT A




[LETTERHEAD OF COMPANY]




[INSERT DATE]




Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor

New York, New York 10004

Attn: [                                             ]





     Re:      Trust Account No. [                              ] Termination Letter


Gentlemen:




     Pursuant to Section 1(j) of the Investment Management Trust Agreement between TM Entertainment
and Media, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [                              ], 2007 (the “Trust Agreement”), this is to advise you that the
Company has entered into an agreement (“Business Agreement”) with [                              ] (the “Target
Business”) to consummate a business combination with Target Business (a “Business Combination”) on
or about [INSERT DATE]. The Company shall notify you at least 48 hours in advance of the actual
date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to such terms in the Trust
Agreement.



     Pursuant to Section 3(e) of the Trust Agreement, we are providing you with [an affidavit] [a
certificate] of [                              ], which verifies the vote of the Company’s stockholders in
connection with the Business Combination. In accordance with the terms of the Trust Agreement, we
hereby authorize you to commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be immediately available for
transfer to the account or accounts that the Company shall direct in writing on the Consummation
Date.



     On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated and (ii) the Company and Pali Capital, Inc., as
the representative of the underwriters of the Company’s IPO (the “Representative”) shall deliver to
you joint written instructions with respect to the transfer of the funds held in the Trust Account
including the Deferred Compensation (the “Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the
counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company and the Representative of the same
and the Company and the Representative shall jointly direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company or, with
respect to the Deferred Discount, to the Underwriters. Upon the distribution of all the funds in
the Trust Account pursuant to the terms



 









 







hereof, the Trust Agreement shall automatically terminated and cease to have any further force
or effect.



     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then, upon the written notice of the Company, the funds held in
the Trust Account shall be reinvested as provided in the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.



	 	 	 	 	 
	 	Very truly yours,



TM Entertainment and Media, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B




[LETTERHEAD OF COMPANY]




[INSERT DATE]




Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor

New York, New York 10004

Attn: [                                             ]





     Re:      Trust Account No. [                              ] Termination Letter


Gentlemen:




     Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between TM
Entertainment and Media, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of                               , 2007 (the “Trust Agreement”), this is to advise
you that the Company has been dissolved due to the Company’s inability to effect a Business
Combination within the time frame specified in the Company’s prospectus relating to its IPO.



     Attached hereto is a certified copy of the Certificate of Dissolution as filed with the
Delaware Secretary of State. Defined terms used but not otherwise defined herein shall have the
meaning ascribed to such terms in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you, to commence
liquidation of the Trust Account. The Company has appointed [                              ] to serve as its
designated paying agent; accordingly you will notify the Company and [                              ] (the
“Designated Paying Agent”) in writing as to when all of the funds in the Trust Account will be
available for immediate transfer (“Transfer Date”). The Designated Paying Agent shall thereafter
notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust
Account should be transferred to on the Transfer Date, so that the Designated Paying Agent may
commence distribution of such funds in accordance with the Company’s instructions. You shall have
no obligation to oversee the Designated Paying Agent’s distribution of the funds.  Upon the
distribution of all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.



	 	 	 	 	 
	 	Very truly yours,



TM Entertainment and Media, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT C




AUTHORIZED INDIVIDUAL(S) AND TELEPHONE NUMBERS




AUTHORIZED FOR TELEPHONE CALL BACK





	COMPANY: 	 	TM Entertainment and Media, Inc.

307 East 87th Street

New York, NY 10128

Attention: Theodore S. Green

Telephone: [(212) 289-6362]

Facsimile: [_____________]






	TRUSTEE:    	 	Continental Stock Transfer & Trust Company

17 Battery Place

8th Floor

New York, New York 10004

Attn: Frank A. Di Paolo

Telephone: (212) 845-3270






 









 




SCHEDULE A



Schedule of fees pursuant to
Section 3(c) of Investment Management Trust Agreement between TM
Entertainment and Media, Inc. and Continental Stock Transfer & Trust Company




	 	 	 	 	 	 	 
	FEE ITEM	 	TIME AND METHOD OF PAYMENT	 	AMOUNT	 
	Initial acceptance fee
	 	Initial closing of IPO by wire transfer	 	$	[1,000]	 
	 
	 
	 	First year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or check	 	$	[3,000]	 
	 
	Transaction processing fee
for disbursements to Company under Section 1(i)
	 	Deduction by Trustee from disbursement made to Company under Section 1(i)	 	$	[250]	 






	 	 	 	 	 
		Agreed:

 	 
	     Dated: [               ], 2007	TM Entertainment and Media, Inc.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	 	Continental Stock Transfer & Trust Co.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: