DRAFT - 9.01.05 UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
Santa Monica Media Corporation 12,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2006 • Santa Monica Media CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among: Santa Monica Media Corporation, a Delaware corporation (the “Company”), Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“DBSI”) and Ladenburg Thalman & Co. Inc. (“Ladenburg”, and together with Citigroup and DBSI, the “UPO Holders”).
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Santa Monica Media Corporation, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
EXHIBIT 10.10 [Date] THE SHEMANO GROUP, INC. 601 California Street, Suite 1150 San Francisco, California 94108 Re: Santa Monica Media Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of...Warrant Purchase Agreement • September 16th, 2005 • Santa Monica Media CORP
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Santa Monica Media Corporation, a Delaware corporation (the "Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.001 per share, of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless The Shemano Group, Inc. ("Shemano") informs the Company of its decision to allow earlier separate trading.
EXHIBIT 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Santa Monica Media Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • September 16th, 2005 • Santa Monica Media CORP • California
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of __________ ___, 2005 between Santa Monica Media Corporation, a Delaware corporation, with offices at 9229 Sunset Boulevard, Suite 505, Los Angeles, CA 90069 ("Company"), and Continental Stock Transfer...Warrant Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
EXHIBIT 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2005 ("Agreement"), by and among SANTA MONICA MEDIA CORPORATION, a Delaware corporation ("Company"), THE PERSONS SET FORTH ON EXHIBIT A HERETO (the "Initial...Stock Escrow Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
July 5, 2005 Santa Monica Capital Corporation 9229 Sunset Boulevard, Suite 505 Los Angeles, CA 90069 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on July 5, 2005 and continuing until (the "Termination Date") the...Service Agreement • September 16th, 2005 • Santa Monica Media CORP
This letter will confirm our agreement that, commencing on July 5, 2005 and continuing until (the "Termination Date") the earlier of a business consummation by Santa Monica Media Corporation ("SMMC") of a "Business Combination" or twenty four months from the date hereof, Santa Monica Capital Corporation, Inc. shall make available to SMMC certain office and secretarial services as may be required by SMMC from time to time, situated at 9229 Sunset Boulevard, Suite 505 Los Angeles, CA 90069. In exchange therefore, SMMC shall pay Santa Monica Capital Corp., Inc. the sum of $7,500 per month.
Santa Monica Media Corporation 12,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2006 • Santa Monica Media CORP • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
OFPurchase Option Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
Omnibus Form of Insider Letter Agreement]Insider Letter Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Santa Monica Media Corporation, a Delaware corporation (the “Company”), Citicorp Global Markets Inc. and Ladenburg Thalmann & Co. Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of , 2007 by and between Santa Monica Media Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • New York
Agreement made as of ___, 2007 between Santa Monica Media Corporation, a Delaware corporation, with offices at 9229 Sunset Boulevard, Suite 505, Los Angeles, CA 90069 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2007 • Santa Monica Media CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of , 2007, by and among: Santa Monica Media Corporation, a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2006 • Santa Monica Media CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of , 2006, by and among: Santa Monica Media Corporation, a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • September 22nd, 2006 • Santa Monica Media CORP • Blank checks • New York
Agreement made as of ___, 2006 between Santa Monica Media Corporation, a Delaware corporation, with offices at 9229 Sunset Boulevard, Suite 505, Los Angeles, CA 90069 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • December 6th, 2005 • Santa Monica Media CORP • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY SANTA MONICA MEDIA CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND (II) ______________, 2006. VOID AFTER 5:00 P.M. PACIFIC TIME, _____________, 2010.
WARRANT AGREEMENTWarrant Agreement • August 22nd, 2006 • Santa Monica Media CORP • Blank checks • New York
Agreement made as of ___, 2006 between Santa Monica Media Corporation, a Delaware corporation, with offices at 9229 Sunset Boulevard, Suite 505, Los Angeles, CA 90069 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • California
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2007, is entered into by and among Santa Monica Media Corporation, a Delaware corporation, with headquarters located at 9229 Sunset Boulevard, Suite 505, Los Angeles, California 90069 (the “Company”), and Santa Monica Capital Partners, LLC, a Delaware limited liability company (“Buyer”).
SANTA MONICA MEDIA CORPORATIONConsent Letter • April 21st, 2006 • Santa Monica Media CORP • Blank checks
This letter agreement (“Consent Letter”) is being delivered to you in connection with Amendment No. 2 to the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”), to be filed by Santa Monica Media Corporation (the “Company”) with the Securities and Exchange Commission, which relates to the Company’s initial public offering. The Company requests your consent to be named in the Registration Statement as the source for the factual information and projections included on Exhibit A hereto and to be named as an expert in the Registration Statement with respect to those statements.
Date] [ADDRESS] Re: Santa Monica Media Corporation Gentlemen:Warrant Purchase Agreement • December 6th, 2005 • Santa Monica Media CORP • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Santa Monica Media Corporation, a Delaware corporation (the "Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of common stock, par value $.001 per share, of the Company (the "Common Stock") and one Warrant to purchase a share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless The Shemano Group, Inc. ("Shemano") informs the Company of its decision to allow earlier separate trading.
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Santa Monica Media Corporation Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 16th, 2007 • Santa Monica Media CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Santa Monica Media Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (the “Representative”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, each of which is exercisable for one share of Common Stock (each, a “Warrant”).
SANTA MONICA MEDIA CORPORATIONConsent Letter • April 21st, 2006 • Santa Monica Media CORP • Blank checks
This letter agreement (“Consent Letter”) is being delivered to you in connection with Amendment No. 2 to the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”), to be filed by Santa Monica Media Corporation (the “Company”) with the Securities and Exchange Commission, which relates to the Company’s initial public offering. The Company requests your consent to be named in the Registration Statement as the source for the factual information and projections included on Exhibit A hereto and to be named as an expert in the Registration Statement with respect to those statements.
Santa Monica Media Corporation 9229 Sunset Boulevard, Suite 505 Los Angeles, California 90069 (310) 573-9711 Office (310) 573-9761 FacsimileGeneral Services Agreement • April 21st, 2006 • Santa Monica Media CORP • Blank checks
This will confirm our revised agreement pursuant to which you will provide general and administrative services to us, including office space, utilities and secretarial support. Commencing July 5, 2005, we will pay you a monthly fee of $7,500.00 subject to the following: For the six-month period from July 5, 2005 to January 5, 2006, we will accrue and not pay to you an aggregate fee of $45,000.00. For the period from January 5, 2006 until the sixth-month anniversary of the completion of our initial public offering, no monthly fee will accrue. On the sixth-month anniversary of our initial public offering, we will pay to you the entire accrued amount of $45,000.00 for the period prior to January 5, 2006. During each month following the sixth-month anniversary of the completion of the offering, we will pay to you a fee of $7,500.00. Our obligation to pay such fees will terminate as soon as we have paid to you aggregate fees of $180,000.00 or, if earlier, upon the completion of our initial
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 Re: Santa Monica Media Corporation Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 15th, 2006 • Santa Monica Media CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Santa Monica Media Corporation, a Delaware corporation (the “Company”), Citigroup Global Markets Inc. (“Citigroup”) and Deutsche Bank Securities Inc. (“DBSI” and together with Citigroup, the “Representatives”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, each of which is exercisable for one share of Common Stock (each, a “Warrant”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2007 • Santa Monica Media CORP • Blank checks
This Amendment to Securities Purchase Agreement (the “Amendment”) dated as of February 13, 2007 by and among Santa Monica Media Corporation, a Delaware corporation (the “Company”), and Santa Monica Capital Partners, LLC, a Delaware limited liability company (“Buyer”), is made with reference to the following:
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Santa Monica Media Corporation Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 16th, 2007 • Santa Monica Media CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Santa Monica Media Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. (the “Representative”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, each of which is exercisable for one share of Common Stock (each, a “Warrant”).
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 Re: Santa Monica Media Corporation Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 15th, 2006 • Santa Monica Media CORP • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) between Santa Monica Media Corporation, a Delaware corporation (the “Company”), Citigroup Global Markets Inc. (“Citigroup”) and Deutsche Bank Securities Inc. (“DBSI” and together with Citigroup, the “Representatives”) relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, each of which is exercisable for one share of Common Stock (each, a “Warrant”).
Omnibus Form of Insider Letter Agreement]Insider Letter Agreement • June 15th, 2006 • Santa Monica Media CORP • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Santa Monica Media Corporation, a Delaware corporation (the “Company”), Citicorp Global Markets Inc., Deutsche Bank Securities Inc. and Ladenburg Thalmann & Co. Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
