Affinity Media International Corp., Sample Contracts

AFFINITY MEDIA INTERNATIONAL CORP. UNDERWRITING AGREEMENT
Underwriting 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:

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REGISTRATION RIGHTS AGREEMENT
Registration 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").

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WARRANT AGREEMENT
Warrant Agreement • February 24th, 2006 • Affinity Media International Corp., • Blank checks • New York

This Warrant Agreement made as of __________, 2006 (this “Warrant Agreement”) 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”).

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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., • February 24th, 2006 • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) ________________, 2007 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 _____________, 2011.

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2,750,000 Units AFFINITY MEDIA INTERNATIONAL CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2006 • Affinity Media International Corp., • Blank checks • 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:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 30th, 2006 • Affinity Media International Corp., • Blank checks • Delaware
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PLACEMENT UNIT AGREEMENT
Placement Unit Agreement • April 6th, 2006 • Affinity Media International Corp., • Blank checks • New York

PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this 5th day of April, 2006 by and among Affinity Media International Corp., a Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the undersigned (the “Purchasers”).

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AFFINITY MEDIA INTERNATIONAL CORP. SELECTED DEALER AGREEMENT
Selected Dealer Agreement • February 24th, 2006 • Affinity Media International Corp., • Blank checks • New York

Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 2,750,000 units (the “Units”)1 of Affinity Media International Corp. (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Maxim is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Maxim hereby approves such signatory as a Selected Dealer in connection with the Offering.

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EMPLOYMENT AGREEMENT
Employment Agreement • July 25th, 2007 • Affinity Media International Corp., • Blank checks • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of ___, 2007 by and between Raymond Romano with his residence at __________ (“Employee”) and Affinity Media International Corp. (the “Company”).

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STOCK ESCROW AGREEMENT
Stock Escrow Agreement • February 24th, 2006 • Affinity Media International Corp., • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of __________, 2006 (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").

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AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG AFFINITY MEDIA INTERNATIONAL CORP. AFFINITY ACQUISITION SUBSIDIARY CORP. AND HOTELS AT HOME, INC. DATED AS OF JANUARY 14, 2008
Agreement and Plan of Merger • January 14th, 2008 • Affinity Media International Corp., • Retail-catalog & mail-order houses

THIS AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger dated as of July 24, 2007 by and among Hotels at Home, Inc., a Delaware corporation (the “Company”), Robin Ware, in her capacity as a shareholder and representative of the shareholders of the Company (the “Stockholders’ Representative”), Michael Ware, a shareholder of the Company, Raymond Romano, a shareholder of the Company, Affinity Media International Corp., a Delaware corporation (“Parent”), and Affinity Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”) (the “Initial Merger Agreement”) is entered into by the parties hereto as of this 14th day of January, 2008.

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AFFINITY MEDIA INTERNATIONAL CORP.
Affinity Media International Corp., • February 24th, 2006 • Blank checks

This letter will confirm our agreement that, at any time after the consummation of a “business combination”, if the Company’s publicly-traded common stock reaches a volume weighted average trading price of $6.60 per share for each day during any five-day trading period, the Company will issue to you warrants, on mutually agreeable terms, allowing you to purchase up to an aggregate of ____________ shares of the Company’s common stock for $.10 per share. If, at any time after the consummation of a “business combination”, the Company’s publicly-traded units begin trading separately, the Company’s publicly-traded common stock reaches a volume weighted average trading price of $7.20 per share or more for each day during any five-day trading period, the Company will issue to you additional warrants, on mutually agreeable terms, allowing you to purchase up to an aggregate of ____________ shares of the Company’s common stock, for $.10 per share. All warrants granted pursuant to this agreement

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FORM OF EMPLOYMENT AGREEMENT
Form of Employment Agreement • July 25th, 2007 • Affinity Media International Corp., • Blank checks • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of ___, 2007 by and between Michael Ware with his residence at __________ (“Employee”) and Affinity Media International Corp. (the “Company”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG AFFINITY MEDIA INTERNATIONAL CORP. AFFINITY ACQUISITION SUBSIDIARY CORP. AND HOTELS AT HOME, INC. DATED AS OF JULY 24, 2007
Agreement and Plan of Merger • July 25th, 2007 • Affinity Media International Corp., • Blank checks • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of July 24, 2007, by and among Hotels at Home, Inc., a Delaware corporation (the “Company”), Robin Ware, in her capacity as a shareholder and representative of the shareholders of the Company (the “Stockholders’ Representative”), Michael Ware, a shareholder of the Company, Raymond Romano, a shareholder of the Company, Affinity Media International Corp., a Delaware corporation (“Parent”), and Affinity Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • July 25th, 2007 • Affinity Media International Corp., • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of _________, 2007, by and among Affinity Media International Corp., a Delaware corporation (the “Company”) and the stockholders (the “Stockholders”) of Hotels at Home, Inc. ( “Hotels”) whose names appear on Schedule A annexed hereto.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 30th, 2005 • Affinity Media International Corp., • New York
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STOCK ESCROW AGREEMENT
Stock 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").

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AFFINITY MEDIA INTERNATIONAL CORP.
Affinity Media International Corp., • February 24th, 2006 • Blank checks

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 Media International Corp. ("AMIC") and continuing until the earlier of the consummation by AIC of a "Business Combination" or AMIC's liquidation (as described in AMIC's IPO prospectus; such date the "Termination Date"), Silverback Books, Inc. shall make available to AMIC certain office and receptionist/secretarial services as may be required by AMIC from time to time, situated at 11601 Wilshire Blvd., Ste. 1500, Los Angeles, CA 90025. In exchange therefore, AMIC shall pay Silverback Books, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date, as follows:

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SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG AFFINITY MEDIA INTERNATIONAL CORP. AFFINITY ACQUISITION SUBSIDIARY CORP. AND HOTELS AT HOME, INC. DATED AS OF MAY 7, 2008
Agreement and Plan of Merger • May 7th, 2008 • Affinity Media International Corp., • Retail-catalog & mail-order houses

THIS SECOND AMENDMENT (this “Second Amendment”) to the Agreement and Plan of Merger dated as of July 24, 2007 (the “Initial Merger Agreement”), as amended on January 14, 2008 (the “First Amendment”, and, together with the Initial Merger Agreement, the “Amended Merger Agreement”) by and among Hotels at Home, Inc., a Delaware corporation (the “Company”), Robin Ware, in her capacity as a shareholder and representative of the shareholders of the Company (the “Stockholders’ Representative”), Michael Ware, a shareholder of the Company, Raymond Romano, a shareholder of the Company, Affinity Media International Corp., a Delaware corporation (“Parent”), and Affinity Acquisition Subsidiary Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Subsidiary”), is entered into by the parties hereto as of May 7, 2008.

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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.

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