SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2006 • Santa Monica Media CORP • Blank checks • California
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2006, 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 CORPORATIONSanta 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 CORPORATIONSanta 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 FacsimileSanta 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
