Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Santa Monica Media Corporation Initial Public Offering Ladies and Gentlemen:
Exhibit 10.10
,
2007
Citigroup Global Markets Inc.
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Re: Santa ▇▇▇▇▇▇ Media Corporation Initial Public Offering
Ladies and Gentlemen:
This letter is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) between Santa ▇▇▇▇▇▇ Media Corporation, a Delaware corporation (the
“Company”), and Citigroup Global Markets Inc. (the
“Representative”) 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, each of
which is exercisable for one share of Common Stock (each, a “Warrant”).
In order to induce the Company and the Representative
to enter into the Underwriting Agreement and
to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon Santa
▇▇▇▇▇▇ Capital Partners, LLC as a stockholder of the company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Santa ▇▇▇▇▇▇ Capital
Partners, LLC hereby agrees with the Representative as follows:
Santa ▇▇▇▇▇▇ Capital Partners, LLC represents and warrants that (i) the information furnished to
the Company and the Representative and attached hereto as Exhibit A is true and accurate in all
respects (other than de minimis errors or omissions) and contains all of the information required
to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of
1933, as amended, and (ii) the questionnaires furnished by Santa ▇▇▇▇▇▇ Capital Partners, LLC to
the Company and the Representative are true and accurate in all respects. Santa ▇▇▇▇▇▇ Capital
Partners, LLC further represents and warrants that:
(a) Santa ▇▇▇▇▇▇ Capital Partners, LLC is not, and its control persons are not, subject to or
a respondent in any legal action for any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practices relating to the offering of securities in any
jurisdiction;
(b) Santa ▇▇▇▇▇▇ Capital Partners, LLC has never, and its control persons have never, been
convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to
any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and is not currently a defendant in any such criminal proceeding; and
(c) Santa ▇▇▇▇▇▇ Capital Partners, LLC has never, and its control persons have never, been
suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked.
Santa ▇▇▇▇▇▇ Capital Partners, LLC acknowledges and understands that the Representative and the
Company will rely upon the agreements, representations and warranties set forth herein in
proceeding with the IPO.
This letter agreement shall be binding on Santa ▇▇▇▇▇▇ Capital Partners, LLC and its successors,
heirs, personal representatives and assigns.
This letter agreement shall be governed by and interpreted and construed in accordance with the
laws of the State of New York applicable to contracts formed and to be performed entirely within
the State of New York, without regard to the conflicts of law provisions thereof to the extent such
principles or rules would require or permit the application of the laws of another jurisdiction.
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No term or provision of this letter agreement may be amended, changed, waived, altered or modified
except by written instrument executed and delivered by the party against whom such amendment,
change, waiver, alteration or modification is to be enforced.
| SANTA ▇▇▇▇▇▇ CAPITAL PARTNERS, LLC | ||||||
| By: | ||||||
| Name: | ||||||
| Title: Member | ||||||
Accepted and agreed as of the date hereof: |
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CITIGROUP GLOBAL MARKETS INC. |
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Title: |
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EXHIBIT A
Information
See attached.