WARRANT AGREEMENTWarrant 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”).
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.
2,750,000 Units AFFINITY MEDIA INTERNATIONAL CORP. UNDERWRITING AGREEMENTUnderwriting 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2006 • Affinity Media International Corp., • Blank checks • New York
PLACEMENT UNIT AGREEMENTPlacement Unit Agreement • February 24th, 2006 • Affinity Media International Corp., • Blank checks • New York
PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ___ day of February, 2006 by and among Affinity Media International Corp., a Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the undersigned (the “Purchasers”).
AFFINITY MEDIA INTERNATIONAL CORP. SELECTED DEALER AGREEMENTSelected 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.
STOCK ESCROW AGREEMENTStock 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").
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
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:
