Subscription Agreement for Purchase of Warrants between Robert C. Clauser, Jr. and Media & Entertainment Holdings, Inc.

Summary

This agreement is between Robert C. Clauser, Jr. and Media & Entertainment Holdings, Inc. Clauser agrees to purchase 34,375 warrants, each allowing the purchase of one share of the company's common stock, for a total of $34,375. The purchase is contingent on the company's initial public offering (IPO) and the funds will be held in escrow until the IPO is completed. Clauser cannot sell or transfer the warrants or underlying shares until 90 days after a business combination. If the IPO does not occur, the purchase funds will be returned.

EX-10.43 14 c38990_ex10-43.txt Exhibit 10.43 SUBSCRIPTION AGREEMENT As of March 7, 2007 To the Board of Directors of Media & Entertainment Holdings, Inc.: Gentlemen: 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"). 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 to Greenberg Traurig, LLP, as escrow agent, to hold until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, Greenberg Traurig, LLP, as escrow agent, shall deposit the Purchase Price 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, Greenberg Traurig, 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 any of 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, /s/ Robert C. Clauser, Jr. --------------------------- Robert C. Clauser, Jr. Agreed to: Media & Entertainment Holdings, Inc. By: /s/ Harvey Seslowsky --------------------------- Name: Harvey Seslowsky Title: Chief Operating Officer Greenberg Traurig, LLP By: /s/ Alan Annex --------------------------- Name: Alan Annex Title: Shareholder 2