TM Entertainment and Media, Inc. Amends Share Exchange Agreement with Hong Kong Mandefu Holding Limited

TM Entertainment and Media, Inc. recently announced that it has amended its Share Exchange Agreement with privately-held Hong Kong Mandefu Holding Limited.

Under the amendment, TM will issue to CME's shareholders at closing an additional 1.415 million common shares (for a total of 20.915 million shares) and $10.0 million in promissory notes, in lieu of the $20.0 million in cash consideration that was payable at closing by TM under the original agreement. The $10.0 million in promissory notes will have a 3 year maturity, bear no interest and are payable upon the earlier of a financing following the business combination or at such time as the Board of Directors determines. The requirement that TM deliver $10.0 million in working capital has been eliminated. In addition, TM's initial stockholders have agreed to (i) transfer 750,000 shares of TM shares owned by them to CME shareholders upon closing of the business combination and (ii) sign lock-ups of up to 2 years with respect to the 2,100,000 warrants owned by them. Furthermore, CME intends to purchase in privately negotiated transactions such number of TM's publicly traded warrants as it determines in its sole discretion following the closing of the business combination.

Additional information may be found in the preliminary proxy statement re-filed with SEC on September 30. Stockholders may obtain a copy of the proxy statement, without charge, by directing a request to: TM Entertainment and Media, Inc., 307 East 87th Street, New York, NY 10128. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at the Securities and Exchange Commission's internet site.

TM Entertainment and Media, Inc. is a Delaware blank check company which serves as a vehicle for the acquisition of an operating business in the entertainment, media, digital and communications industries.

CME is China's television advertising operator on inter-city express buses. The Company generates revenue by selling advertisements on its network of television displays installed on over 16,000 express buses.

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