EXHIBIT 10.10
[Date]
THE SHEMANO GROUP, INC.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
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 this letter agreement constitutes an
irrevocable order for Shemano to purchase for the undersigned's account within
the three month period commencing on the date separate trading of the Warrants
commences ("Separation Date") up to $____,000 of Warrants at market prices not
to exceed $1.20 per Warrant ("Shemano Warrant Purchase"). Xxxxxxx (or such other
broker dealer(s) as Xxxxxxx may assign the order to) agrees to fill such order
in such amounts and at such times as it may determine, in its sole discretion,
during the three month period commencing on the Separation Date. Xxxxxxx further
agrees that it will not charge the undersigned any fees and/or commissions with
respect to such purchase obligation.
The undersigned may notify Shemano that all or part of the Shemano
Warrant Purchase will be made by an affiliate of the undersigned (or another
person or entity introduced to Shemano by the undersigned (such affiliate or
other person or entity, a "Designee")) who (or which) has an account at Shemano
and, in such event, Shemano will make such purchase on behalf of said Designee;
provided, however, that the undersigned hereby agrees to make payment of the
purchase price of such purchase in the event that the Designee fails to make
such payment.
The undersigned agrees that neither the undersigned nor any Designee of
the undersigned shall 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 Shemano, 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.
Very truly yours,
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[Name]
