Date] [ADDRESS] Re: Santa Monica Media Corporation Gentlemen:
EXHIBIT
10.10
[Date]
[ADDRESS]
Re:
Santa
Xxxxxx Media Corporation
Gentlemen:
This
letter will confirm the agreement of the undersigned to purchase warrants
("Warrants") of Santa Xxxxxx 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.
The
undersigned agrees that on the date hereof it
will enter into an agreement or plan in accordance with the guidelines specified
by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with an independent broker-dealer (the "Broker") registered
under Section 15 of the Exchange Act which is neither affiliated with the
Company, Shemano nor part of the underwriting or selling group, pursuant
to
which the Broker will purchase up to $_________ of Warrants in the public
marketplace for the undersigned's account during the 40 trading day period
commencing on the later of (i) the day the Warrants begin trading separately
or
(ii) the 60th calendar day after the end of the restricted period under
Regulation M, at market prices not to exceed $1.20 per Warrant. The undersigned
shall instruct the Broker to fill such order in such amounts and at such
times
as the Broker may determine, in its sole discretion, during the 40 trading
day
period described above.
As
the
date hereof, the undersigned represents and warrants that he is not aware
of any
material nonpublic information concerning the Company or any securities of
the
Company and is entering into this agreement in good faith and not as part
of a
plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
agrees that while this agreement is in effect, the undersigned shall comply
with
the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering
into
or altering a corresponding or hedging transaction or position with respect
to
the Company's securities. The undersigned further agrees that he shall not,
directly or indirectly, communicate any material nonpublic information relating
to the Company or the Company's securities to any employee of Shemano or
the
Broker. The undersigned does not have, and shall not attempt to exercise,
any
influence over how, when or whether to effect purchases of Warrants pursuant
to
this agreement or any other plan or agreement with the Broker.
The
undersigned shall instruct the Broker to make, keep, and produce promptly
upon
request a daily time-sequenced schedule of all Warrant purchases made pursuant
to this agreement, on a transaction-by-transaction basis, including
(i) size, time of execution, price of purchase; and (ii) the
exchange,
quotation system, or other facility through which the Warrant purchase
occurred.
The
undersigned agrees that they shall not sell or transfer the Warrants until
the
earlier of the consummation
of a merger, capital stock exchange, asset acquisition or other similar
business combination involving the Company and acknowledges that, at the
option
of
the Broker, the certificates for such Warrants shall contain a legend
indicating
such restriction on transferability.
This
letter agreement shall for all purposes be deemed to be made under and
shall
be construed in accordance with the laws of the State of California,
with
regard to the conflicts of laws principals thereof. This Agreement shall
be
binding
upon the undersigned and the heirs, successors and assigns of the undersigned.
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Very
truly yours,
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[Name]
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