AFFINITY MEDIA INTERNATIONAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2005 • Affinity Media International Corp., • New York
The undersigned, Affinity Media International Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,”“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2005 • Affinity Media International Corp., • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___ day of _________, 2005, by and among: AFFINITY MEDIA INTERNATIONAL CORP., a Delaware corporation (the "Company"); and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").
WARRANT AGREEMENTWarrant Agreement • September 30th, 2005 • Affinity Media International Corp., • New York
Agreement made as of __________, 2005 between AFFINITY MEDIA INTERNATIONAL CORP., a Delaware corporation, with offices at 11601 Wilshire Blvd., Suite 1500, Los Angeles, CA 90025 (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (the "Warrant Agent").
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Affinity Media International Corp., • September 30th, 2005 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) ________________, 2006 AND (II) THE CONSUMMATION BY AFFINITY MEDIA INTERNATIONAL CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON _____________, 2010.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2005 • Affinity Media International Corp., • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 30th, 2005 • Affinity Media International Corp., • New York
STOCK ESCROW AGREEMENT, dated as of __________, 2005 (the "Agreement"), by and among AFFINITY MEDIA INTERNATIONAL CORP., a Delaware corporation (the "Company"), PETER H. ENGEL, HOWARD COHL, PETER DOMBROWSKI, MICHAEL ARTHUR, MARC JAFFE AND FRED TARTER (collectively the "Initial Stockholders") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Escrow Agent").
AFFINITY INTERNATIONAL CORP.Affinity Media International Corp., • September 30th, 2005
This letter will confirm our agreement that, commencing on the effective date “Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Affinity International Corp. ("AIC") and continuing until the earlier of the consummation by AIC of a "Business Combination" or AIC's liquidation (as will be described in AIC's IPO prospectus; such date the "Termination Date"), Silverback Books, Inc. shall make available to AIC certain office and receptionist/secretarial services as may be required by AIC from time to time, situated at 11601 Wilshire Blvd., Ste. 1500, Los Angeles, CA 90025. In exchange therefore, AIC shall pay Silverback Books, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
