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,...Santa Monica Media CORP • December 6th, 2005 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY SANTA MONICA MEDIA CORPORATION (“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)) AND (II) ______________, 2006. VOID AFTER 5:00 P.M. PACIFIC TIME, _____________, 2010.
Date] [ADDRESS] Re: Santa Monica Media Corporation Gentlemen:Santa Monica Media CORP • December 6th, 2005 • Blank checks
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.
