DRAFT - 9.01.05 UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Santa Monica Media Corporation, a Delaware corporation (the "Company"); and the...Registration Rights Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
EXHIBIT 10.10 [Date] THE SHEMANO GROUP, INC. 601 California Street, Suite 1150 San Francisco, California 94108 Re: Santa Monica Media Corporation Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of...Warrant Purchase Agreement • September 16th, 2005 • Santa Monica Media CORP
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Santa Monica 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.
EXHIBIT 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Santa Monica Media Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • September 16th, 2005 • Santa Monica Media CORP • California
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of __________ ___, 2005 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...Warrant Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
EXHIBIT 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ____________, 2005 ("Agreement"), by and among SANTA MONICA MEDIA CORPORATION, a Delaware corporation ("Company"), THE PERSONS SET FORTH ON EXHIBIT A HERETO (the "Initial...Stock Escrow Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
July 5, 2005 Santa Monica Capital Corporation 9229 Sunset Boulevard, Suite 505 Los Angeles, CA 90069 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on July 5, 2005 and continuing until (the "Termination Date") the...Service Agreement • September 16th, 2005 • Santa Monica Media CORP
This letter will confirm our agreement that, commencing on July 5, 2005 and continuing until (the "Termination Date") the earlier of a business consummation by Santa Monica Media Corporation ("SMMC") of a "Business Combination" or twenty four months from the date hereof, Santa Monica Capital Corporation, Inc. shall make available to SMMC certain office and secretarial services as may be required by SMMC from time to time, situated at 9229 Sunset Boulevard, Suite 505 Los Angeles, CA 90069. In exchange therefore, SMMC shall pay Santa Monica Capital Corp., Inc. the sum of $7,500 per month.
OFPurchase Option Agreement • September 16th, 2005 • Santa Monica Media CORP • New York
