EX-10.2



 





EXHIBIT 10.2




[                     ], 2007                    




TM Entertainment and Media, Inc.

307 East 87th Street

New York, NY 10128




Pali Capital, Inc.

650 Fifth Avenue

New York, New York 10019




     Re:           Initial Public Offering



Ladies and Gentlemen:



The
undersigned
director, executive officer and holder 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. In the event of the
liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company
with Theodore S. Green (of which, the undersigned shall be personally
liable for 39% and Theodore S. Green shall be personally liable for
61%) against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, whether pending or threatened, or
any claim whatsoever) which the Company may become subject as a result of any claim by any third
party if such third party did not execute a valid and enforceable waiver of claims against the
Trust Account, but only to the extent necessary to ensure that such loss, liability, claim, damage
or expense does not reduce the amount in the Trust Account. The foregoing section is not for the
benefit of any third party beneficiaries of the Company and does not create any contract right in
favor of any person other than the Company.



          (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.



          (f) In the event that the Company does not consummate a Business Combination and must
liquidate and its remaining net assets are insufficient to complete such liquidation, the
undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to
seek repayment for such expenses.



     2. Agreements of Directors and Officers



          (a) In the event that the Company does not consummate a Business Combination by the
Termination Date, in the event the undersigned is a director of the Company, the undersigned, in
his capacity as a Director of the Company, (i) acknowledges the requirement set forth in the
Certificate that the Board of Directors of the Company shall adopt, within 15 days after the
Termination Date, a resolution finding the dissolution of the Company advisable and provide notices
to the Company’s stockholders as required by § 275(a) of the Delaware General Corporate Law as soon
as reasonably practicable thereafter and (ii) will take all reasonable actions within the
undersigned’s power to effect such dissolution of the Company under the



 









 







circumstances contemplated by the Certificate provided that at the time of such liquidation
and dissolution the undersigned is a director.



          (b) In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees (i) not to become an officer, director or principal
shareholder of entities, including but not limited to blank check companies, which are engaged in,
or in the event of a Business Combination, will be engaged in, business activities similar to those
intended to be conducted by the Company until the earlier of completion of a Business Combination
or the Company’s dissolution, and (ii) to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a Business Combination, the
liquidation of the Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.



          (c) The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company which is affiliated with any of the Insiders unless the
Company obtains an opinion from an independent investment banking firm which is a member of the
National Association of Securities Dealers, Inc. and is reasonably acceptable to Pali Capital,
Inc., that the Business Combination is fair to the Company’s stockholders from a financial
perspective.



          (d) Prior to a Business Combination, neither the undersigned, any member of the family of the
undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept
any compensation for services rendered to the Company. Notwithstanding the foregoing to the
contrary, the undersigned shall be entitled to reimbursement from the Company for his out-of-pocket
expenses incurred in connection with seeking and consummating a Business Combination and commencing
on the Effective Date, shall be allowed to charge the Company,
together with Theodore S. Green, an aggregate of $7,500 per month to compensate it for
the Company’s use of office space and certain administrative support and services.



          (e) The undersigned agrees to be Co-Chief Executive Officer of the Company and a member of the
Company’s board of directors until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company.



          (f) The undersigned’s biographical information set forth in the Registration Statement is true
and accurate in all respects, does not omit any material information with respect to the
undersigned’s background and contains all of the information required to be disclosed pursuant to
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
Director’s and Officer’s Questionnaire furnished to the Company in connection with the Registration
Statement is true and accurate in all respects. The undersigned represents and warrants that,
except as disclosed in the undersigned’s Director’s and Officer’s Questionnaire:



         
      i. the undersigned is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;



 









 







        
       ii. the undersigned has never been convicted of or pleaded guilty to any crime (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities, and is not currently a defendant in any such
criminal proceeding; and



             
  iii. the undersigned has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.



          (g) The undersigned has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement and to serve as Co-Chief
Executive Officer and a member of the board of directors of
the Company.



          (h) The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to the Underwriters and its legal representatives or agents (including
any investigative search firm retained by the Underwriters) any information they may have about the
undersigned’s background and finances (“Information”). Neither the Underwriters nor its agents
shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the
Information and the undersigned hereby releases them from liability for any damage whatsoever in
that connection.



     3. 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.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Malcolm Bird 	 
	 	 	 	 
	 



[Insider Letter]