REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 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 18,750,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2006 • Santa Monica Media CORP • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of by and between Santa Monica Media Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 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 • June 15th, 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”).
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”).
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.
