INVESTMENT MANAGEMENT TRUST AGREEMENT
Exhibit
10.2
This
Agreement is made as of May ___, 2006 by and between AFFINITY MEDIA
INTERNATIONAL CORP. (the “Company”)
and
AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Trustee”).
WHEREAS,
the
Company’s Registration Statement on Form S-1, File No. 333-128707 (the
“Registration
Statement”),
for
its initial public offering of securities (the “IPO”)
has
been declared effective as of the date hereof by the Securities and Exchange
Commission (the “Effective
Date”);
and
WHEREAS,
the
Company has agreed to issue securities in a private placement immediately prior
to the IPO (the “Placement”);
and
WHEREAS,
Maxim
Group LLC (“Maxim”)
is
acting as the representative of the underwriters (the “Underwriters”)
in the
IPO and as placement agent for the Placement; and
WHEREAS,
as
described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Certificate of Incorporation, $14,415,000
of the net proceeds of the IPO ($16,692,000 if the Underwriters’ over-allotment
option is exercised in full), (ii) in accordance with the Placement Unit
Agreement, dated as of April 5, 2006, among the Company, Maxim and certain
purchasers, $1,365,000 of the net proceeds of the Placement (together with
the
IPO proceeds, the “Base
Deposit”)
and
$60,000 of Maxim’s placement fees (the “Contingent
Fee”),
and
(iii) in accordance with the Underwriting Agreement, dated as of May __, 2006,
between the Company and Maxim, as representative of the Underwriters, an
additional $660,000 ($783,750 if the Underwriters’ over-allotment option is
exercised in full), representing a contingent discount (the “Contingent
Discount”),
will
be delivered to the Trustee to be deposited and held in a trust account for
the
benefit of the Company, the public holders of the Common Stock, par value $.0001
per share, of the Company (“Common Stock”) included in the units of the
Company’s securities issued in the IPO (the “Units”) and Maxim and, in the event
the Units are registered in Colorado, pursuant to Section 11-51-302(6) of the
Colorado Revised Statutes, a copy of which statute is attached hereto and made
a
part hereof. The amount to be delivered to the Trustee will be referred to
herein as the “Property,” the stockholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Stockholders,” and the
Public Stockholders, the Company and Maxim will be referred to together as
the
“Beneficiaries”).;
and
WHEREAS,
the
Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a)
Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Revised
Statutes with respect to Public Stockholders resident in Colorado, in a
segregated trust account (“Trust
Account”)
established by the Trustee at a branch of Xxxxxx Brothers Inc. selected by
the
Trustee;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940 having a maturity of 180 days or less or
in
any open ended investment company registered under the Investment Company Act
of
1940 that holds itself out as a money market fund meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
Investment Company Act of 1940;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,”
as
such term is used herein;
(e) Promptly
notify the Company and Maxim of all communications received by it with respect
to any Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
Maxim
to do so;
(h) Render
to
the Company and to Maxim, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account; and
(i) Commence
liquidation of the Trust Account upon receipt of the Officers’ Certificate of
the Company signed by the Chief Executive Officer or President and Secretary
in
accordance with the terms of a letter (“Termination
Letter”),
in a
form substantially similar to that attached hereto as Exhibit
A
or
Exhibit
B,
signed
on behalf of the Company by its Chief Executive Officer or President and
Secretary and affirmed by its entire Board of Directors, and complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents
referred to therein as part of the Company’s plan of dissolution and
distribution approved by the Company’s stockholders. The Trustee understands and
agrees that, except as provided in Section 1(j) and Section 2, disbursements
from the Trust Account shall be made only pursuant to a duly executed
Termination Letter, together with the other documents referenced herein,
including, without limitation, an independently certified oath and report of
inspector of election in respect of the stockholder vote in favor of the
Business Combination (as hereinafter defined). In all cases, the Trustee shall
provide Maxim with a copy of any Termination Letters, Officers’ Certificates
and/or any other correspondence that it receives with respect to any proposed
withdrawal from the Trust Account promptly after it receives same. As used
in
this Agreement, the term “Business
Combination”
means
the acquisition by the Company, through merger, capital stock exchange, asset
or
stock acquisition of, or similar business combination with, one or more entities
with agreements to acquire operating entities or assets in the publishing
industry located in the United States as more fully described in the prospectus
forming a part of the Registration Statement; and
2
(j)
As of
the date 18 months from the date of this Agreement (the “LOI
Termination Date”)
(or 24
months from the date hereof in the event the Company has executed a Letter
of
Intent (defined below) prior to the LOI Termination Date but failed to
consummate a Business Combination (“Second
Termination Date”)),
commence liquidation of the Trust Account as part of the Company’s plan of
dissolution and distribution approved by the Company’s stockholders. The
Trustee, upon consultation with the Company and Maxim, shall deliver a notice
to
Public Stockholders of record as of the LOI Termination Date or Second
Termination Date, whichever the case may be, by U.S. mail or via the Depository
Trust Company (“DTC”),
within five days of the LOI Termination Date or Second Termination Date, to
notify the Public Stockholders of such event and take such other actions as
it
may deem necessary to inform the Beneficiaries. The Trustee shall deliver to
each Public Stockholder its ratable share of the Property against satisfactory
evidence of delivery of the stock certificates by the Public Stockholders to
the
Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or
as
otherwise presented to the Trustee. Notwithstanding the foregoing, if the
Trustee receives a bona fide, executed letter of intent, agreement in principle
or engagement letter (a “Letter
of Intent”)
for a
Business Combination prior to the LOI Termination Date accompanied by an
Officers’ Certificate as described in Section 1(i), then the Trustee shall
forego or suspend any liquidation of the Trust Account until the earlier of
a
Business Combination or the Second Termination Date.
2. Limited
Distributions of Income.
(a)
Upon
receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive
Officer or the President and Secretary of the Company certifying as true,
accurate and complete a copy of any tax return required to be filed on behalf
of
the Trust Account in respect of income earned on the Property held therein,
the
Trustee shall deliver to the Company for submission to the appropriate taxing
authority a check made payable to the order of such taxing authority in the
amount required to pay such taxes; provided, however,
that in
no event shall the aggregate amount of all checks issued to taxing authorities
pursuant to this Section 2(a) exceed the income in respect of which such taxes
are due and owing.
(b)
Upon
written request, which may be given not more than once in any calendar month,
from the Company and, if required, only after the Income Threshold Amount (as
hereinafter defined) has been achieved, the Trustee shall distribute to the
Company an amount equal to the income earned on the Property in excess of the
Income Threshold through the last day of the month immediately preceding the
date of receipt of the Company’s request; provided, however,
that
any distribution pursuant to this Section 2(b) shall only be used to fund
working capital requirements of the Company and the costs related to
identifying, researching an acquiring prospective target businesses (including
the payment of up to $4,500 of fees payable to Silverback Books for general
and
administrative services) as set forth in the Company’s request. For purposes of
this Agreement, the “Income
Threshold Amount”
shall
mean an amount equal to $74,250 of aggregate income earned on the Property;
provided,
however,
that
the Income Threshold Amount shall only be necessary in the event the
overallotment is exercised in full and the Property held in the Trust Account
equates to less than $6.00 per Unit; provided,
further,
that
the Income Threshold Amount shall remain in the Trust Account until dissolution
of the Company and a liquidation of the Trust Account in accordance with Section
1(j), at which time it will be ratably distributed to each Public Stockholder
to
satisfy such shortfall.
3
(c)
Upon
receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive
Officer or the President and Secretary of the Company certifying as true,
accurate and complete (i) the amount of actual expenses incurred by the Company
in connection with its dissolution and distribution, including any fees and
expenses incurred by the Company in connection with seeking stockholder approval
of the Company’s plan of dissolution and distribution, and (ii) any amounts due
to pay creditors or to reserve for payment to creditors, the Trustee shall
distribute to the Company an amount equal to the income earned on the Property
in excess of the Income Threshold through the last day of the month immediately
preceding the date of receipt of the Company’s request; provided, however,
that
any distribution pursuant to this Section 2(c) shall only be used to fund the
amount of actual expenses incurred by the Company in connection with its
dissolution and distribution, including any fees and expenses incurred by the
Company in connection with seeking stockholder approval of the Company’s plan of
dissolution and distribution.
(d)
Except as provided in Sections 2(a), 2(b) and 2(c) above, no other distributions
from the Trust Account shall be permitted except in accordance with Sections
1(i) and 1(j).
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a) Give
all
instructions to the Trustee hereunder in writing, signed by the Company’s Chief
Executive Officer or President. In addition, except with respect to its duties
under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall
be protected in relying on, any verbal or telephonic advice or instruction
which
it in good faith believes to be given by any one of the persons authorized
above
to give written instructions, provided
that the
Company and/or Maxim shall promptly confirm such instructions in
writing;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified
Claim”).
The
Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided,
that
the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company. The Company may participate in such action with its
own
counsel; and
4
(c) Pay
the
Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
being expressly understood that the Property shall not be used to pay such
fee).
The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust Fund.
The
Company shall not be responsible for any other fees or charges of the Trustee
except as may be provided in Section 3(b) (it being expressly understood that
the Property shall not be used to make any payments to the
Trustee).
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in Sections 1 and
2
and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received written instructions
from the Company and/or Maxim given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;
(c) Change
the investment of any Property, other than in compliance with Section
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company and/or Maxim to
give
instructions hereunder shall not be continuing unless provided otherwise in
such
designation, or unless the Company and/or Maxim shall have delivered a written
revocation of such authority to the Trustee;
(f) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper
or
document (not only as to its due execution and the validity and effectiveness
of
its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee need not investigate any fact or matter stated in the document. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
5
(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement unless an officer
of the Trustee has actual knowledge thereof, written notice of such event is
sent to the Trustee or as otherwise required under Section 1(i);
and
(h) Pay
any
taxes on behalf of the Trust Account (it being expressly understood that the
Trustee’s sole obligation with respect to taxes shall be to issue the checks
with respect thereto provided for by Section 2(a)).
5. Certain
Rights Of Trustee.
(a) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable
for
any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and
the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon.
(b) The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Agreement.
(c) The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement; it shall not be accountable for the
Company’s use of the proceeds from the Trust Account. Notwithstanding the
effective date of this Agreement or anything to the contrary contained in this
Agreement, the Trustee shall have no liability or responsibility for any act
or
event relating to this Agreement or the transactions related thereto which
occurs prior to the date of this Agreement, and shall have no contractual
obligations to the Beneficiaries until the date of this Agreement.
6. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee,
during
which time the Trustee shall continue to act in accordance with the terms of
this Agreement.
At such
time that the Company notifies the Trustee that a successor trustee has been
appointed by the Company and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to
the
successor trustee, including but not limited to the transfer of copies of the
reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided,
however,
that,
in the event that the Company does not locate a successor trustee within ninety
days of receipt of the resignation notice from the Trustee, the Trustee may,
but
shall not be obligated to, submit an application to have the Property deposited
with the United States District Court for the Southern District of New York
and
upon such deposit, the Trustee shall be immune from any liability whatsoever
that arises due to any actions or omissions to act by any party after such
deposit;
6
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(i), and distributed the Property
in
accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 3(b); or
(c) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(i) and distributed the Property
in
accordance with said Section 1(j), this Agreement shall terminate except with
respect to Section 3(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit
C.
The
Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must
notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon
account numbers or other identifying numbers of a beneficiary, beneficiary’s
bank or intermediary bank, rather than names. The Trustee shall not be liable
for any loss, liability or expense resulting from any error in an account number
or other identifying number, provided
it has
accurately transmitted the numbers provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Delaware, without giving effect to conflict of laws. It
may
be executed in several counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument. Facsimile signatures
shall constitute original signatures for all purposes of this
Agreement.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided;
however,
that no
such change, amendment or modification may be made without the prior written
consent of Maxim, who, along with the other Underwriters, the parties
specifically agree, are and shall be third-party beneficiaries for purposes
of
this Agreement; provided,
further,
that
any amendment to Section 1(j) shall require the consent of all of the Public
Stockholders. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.
7
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the State and County of New York for purposes of resolving
any
disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive and hereby waive any objection to such
exclusive jurisdiction and that such courts represent an inconvenient
forum.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxx, Esq.
Fax
No.:
(000) 000-0000
if
to the
Company, to:
Affinity
Media International Corp.
00000
Xxxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Attn:
Xxxxxx Xxxx, President
Fax
No.:
000.000.0000
in
either
case with a copy to:
Maxim
Group LLC
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxxx Xxxxxx
Fax
No.:
(000) 000-0000
(f) This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and Maxim.
8
(g) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
[Remainder
of Page Intentionally Left Blank.]
9
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
AMERICAN
STOCK TRANSFER & TRUST
COMPANY,
as Trustee
By:
__________________________
Name:
Title:
AFFINITY
MEDIA INTERNATIONAL CORP.
By:
___________________________
Name:
Xxxxxx Xxxx
Title: President
10
[LETTERHEAD
OF COMPANY]
[INSERT
DATE]
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxx, Esq.
Re:
Trust
Account No. _______________ Termination Letter
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Affinity
Media International Corp. (“Company”)
and
American Stock Transfer & Trust Company (“Trustee”),
dated
as of ________, 2006 (“Trust
Agreement”),
this
is to advise you that the Company has entered into an agreement (“Business
Agreement”)
with
__________________ (“Target
Business”)
to
consummate a business combination with Target Business (a “Business
Combination”)
on or
about [INSERT DATE]. The Company shall notify you at
least
two business days in advance of the actual date of the consummation of the
Business Combination (“Consummation
Date”)
and
shall provide you with an Officers’ Certificate in accordance with Sections 1(i)
and 3(a) of the Trust Agreement. Capitalized words used herein and not otherwise
define shall have the meaning ascribed to them in the Trust
Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated, and (b)
the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
to
the extent applicable; (ii) the Company shall deliver along with the oath and
report of inspector of election certified by an independent inspector which
may
be the Trustee or as otherwise appointed by the Company (collectively, the
“Report”);
and
(iii) the Company and Maxim shall deliver to you joint written instructions
with
respect to the transfer of the funds, including the Contingent Fee and the
Contingent Discount, held in the Trust Account (“Instructions”).
You
are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel’s letter, the Report,
evidence of delivery of the Stock Certificates, the Officers’ Certificate and
the Instructions in accordance with the terms of the Instructions. In the event
that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company and Maxim of
the
same and the Company and Maxim shall issue joint written instructions directing
you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date. Upon the distribution of all the funds
in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
be
terminated and the Trust Account closed.
A-1
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
Very
truly yours,
AFFINITY
MEDIA INTERNATIONAL CORP.
By:
_________________________________
Name:
Title:
By:
_________________________________
Name:
Title:
cc: Maxim
Group LLC
A-2
[LETTERHEAD
OF COMPANY]
[INSERT
DATE]
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxx, Esq.
Re:
Trust
Account No. _______________ Termination Letter
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Affinity
Media International Corp. (“Company”)
and
American Stock Transfer & Trust Company (“Trustee”),
dated
as of __________, 2006 (“Trust
Agreement”),
this
is to advise you that the Board of Directors and the stockholders of the Company
have voted to dissolve the Company and liquidate the Trust Account (as defined
in the Trust Agreement). Attached hereto is a copy of the minutes of the meeting
of the Board of Directors and the stockholders of the Company relating thereto,
certified by the Secretary of the Company as true and correct and in full force
and effect.
In
accordance with the terms of the Trust Agreement, we hereby (a) certify to
you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Revised Statute have been met and (b) authorize you, to commence liquidation
of
the Trust Account as part of the Company’s plan of dissolution and distribution.
You will notify the Company and Xxxxxx Brothers Inc. in writing as to when
all
of the funds in the Trust Account will be available for immediate transfer
(‘Transfer Date’). Thereafter, you shall commence distribution of such funds in
accordance with the terms of the Trust Agreement and the Company’s Amended and
Restated Certificate of Incorporation. Upon the payment of all the funds in
the
Trust Account, the Trust Agreement shall be terminated and the Trust Account
closed.
[Remainder
of Page Intentionally Left Blank]
B-1
Very
truly yours,
AFFINITY
MEDIA INTERNATIONAL CORP.
By:
________________________________
Name:
Title
By:
________________________________
Name:
Title:
cc: Maxim
Group LLC
B-2
EXHIBIT
C
AUTHORIZED
INDIVIDUAL(S) AUTHORIZED
FOR
TELEPHONE CALL BACK TELEPHONE
NUMBER(S)
COMPANY:
Affinity
Media International Corp.
00000
Xxxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Attn:
Xxxxxx Xxxx, President (000)
000-0000
TRUSTEE:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxx, Esq. (000)
000-0000
C-1
