Santa Monica Media Corporation 12,500,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2007 • 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
Omnibus Form of Insider Letter Agreement]Insider Letter Agreement • March 12th, 2007 • 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. 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 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of , 2007 by and between Santa Monica Media Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • New York
Agreement made as of ___, 2007 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2007 • Santa Monica Media CORP • Blank checks • California
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2007, 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”).
