Santa Monica Media CORP Sample Contracts

OF
Santa Monica Media CORP • September 16th, 2005 • New York
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Santa Monica Media Corporation 12,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENT
Underwriting 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 AGREEMENT
Registration 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”).

Santa Monica Media Corporation 12,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENT
Underwriting 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

DRAFT - 9.01.05 UNDERWRITING AGREEMENT
Underwriting 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...
Santa Monica Media CORP • September 16th, 2005

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.

Omnibus Form of Insider Letter Agreement]
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 AGREEMENT
Investment 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 AGREEMENT
Warrant 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 AGREEMENT
Registration 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 AGREEMENT
Registration 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 AGREEMENT
Warrant 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,...
Santa Monica Media CORP • December 6th, 2005 • 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 AGREEMENT
Warrant 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 AGREEMENT
Securities 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 CORPORATION
Santa Monica Media CORP • April 21st, 2006 • 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:
Santa Monica Media CORP • December 6th, 2005 • 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:
Santa Monica Media CORP • February 16th, 2007 • 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”).

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SANTA MONICA MEDIA CORPORATION
Santa Monica Media CORP • April 21st, 2006 • 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 Facsimile
Santa Monica Media CORP • April 21st, 2006 • 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:
Santa Monica Media CORP • June 15th, 2006 • 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 AGREEMENT
Securities 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:

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...
Santa Monica Media CORP • September 16th, 2005

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.

Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Santa Monica Media Corporation Initial Public Offering Ladies and Gentlemen:
Santa Monica Media CORP • February 16th, 2007 • 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:
Santa Monica Media CORP • June 15th, 2006 • 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]
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.

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