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EXHIBIT
4.5




WARRANT AGREEMENT




     Agreement
made as of                      ___, 2007 between Santa Monica Media Corporation, a Delaware
corporation, with offices at 9229 Sunset Boulevard, Suite 505, Los Angeles, CA 90069 (“Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery
Place, New York, New York 10004 (“Warrant Agent”).




     WHEREAS, the Company
has determined to issue and deliver to Santa Monica Capital Partners,
LLC (“Partners”) in a private placement
413,125 Units (“Placement Units”), each consisting
of one share of the Company’s common stock, par value $.001 per
share (“Common Stock”), and one Warrant (the “Placement Warrants”) evidencing the right
of the holder thereof to purchase one share of Common Stock for $6.00, subject to adjustment as
provided herein;



     WHEREAS, the Company is engaged in a public offering
(“Public Offering”) of up to 14,375,000 Units, including
the underwriters’ over-allotment, (“Public
Units”) each consisting of one share of Common Stock and one Warrant
(“Public Warrants” and together with the Placement
Warrants, the “Warrants”) to the public investors evidencing the
right of the holder thereof to purchase one share of Common Stock for
$6.00, subject to adjustment as provided herein; and



     WHEREAS, the Company
has filed with the Securities and Exchange Commission (the
“Commission”) a Registration
Statement, No. 333-128384 on Form S-1 (“Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants and
the Common Stock issuable upon exercise of the and Public Warrants; and



     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf



 









 







of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in
this Agreement.



2. WARRANTS.




     2.1 FORM OF WARRANT. Each Warrant shall be issued in registered form
only; except as set forth herein, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein; and shall be signed by, or bear the facsimile
signature of, the Chairman of the Board or President and Treasurer, Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of issuance. All of the
Warrants shall initially be represented by one or more book-entry certificates.



     2.2 EFFECT OF COUNTERSIGNATURE. Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not
be exercised by the holder thereof.



     2.3 REGISTRATION.



          2.3.1 WARRANT REGISTER. The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the
Company. All of the Warrants shall initially be represented by one or more Book-Entry Warrant
Certificates deposited with the Depository Trust Company (the “Depository”) and registered in the
name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions
that have accounts with the Depository (such institution, with respect to a Warrant in its account,
a “Participant”).




          If the Depository subsequently ceases to make its book-entry settlement system available for
the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for
book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depository to deliver to the Warrant Agent for cancellation



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each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to
deliver to the Depository definitive Warrant Certificates in physical form evidencing such
Warrants. Such definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A
with appropriate insertions, modifications and omissions, as provided above.




          2.3.2 BENEFICIAL OWNER; REGISTERED HOLDER. The term “beneficial owner”
shall mean, on or after the Detachment Date (as defined in Section 2.4), any person in whose name
ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is
recorded in the records maintained by the Depository or its nominee, and prior to the Detachment
Date, the person in whose name the Unit to which such Warrant Certificate was initially attached as
registered upon the register relating to such Units. Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the Warrant Certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.




     2.4 DETACHABILITY OF WARRANTS. The securities comprising the Units will
not be separately transferable until five business days following the earlier to occur of (1) expiration or termination of the Underwriters’ over-allotment
option or (2) the exercise in full of the Underwriters’
over-allotment option (the “Detachment Date”), but in no event will separate trading of the securities comprising the
Units be allowed until the Company (A) files a Current Report on
Form 8-K with the Commission which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the Underwriter’s
over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K, and (B) issues a press release announcing when such separate trading will begin.



     2.5 PLACEMENT WARRANTS. The Placement Warrants shall have the same terms and be in the same form as
the Public Warrants.



3. TERMS AND EXERCISE OF WARRANTS.




     3.1 WARRANT PRICE. Each Public Warrant and Placement
Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Public Warrant and Placement Warrant and of this Warrant Agreement, to purchase from
the Company the number of shares of Common Stock stated therein, at the price of $6.00 per whole
share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1.



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 The term “Warrant Price” as used in this Warrant Agreement refers to
the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The
Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
Date.



     3.2
DURATION OF WARRANTS. A Warrant may be exercised only during the period (“Exercise Period”)
commencing on the later of (i) the consummation by the Company of a merger, capital stock exchange,
asset or stock acquisition or
other similar business combination (“Business Combination”) (as described more fully in the
Company’s Registration Statement) and
(ii)                      ___, 2008, and terminating at 5:00 p.m., Los
Angeles time on the earlier to occur of
(i)                      ___, 2011 or (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this Agreement (“Expiration Date”).
Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date.



     3.3 EXERCISE OF WARRANTS.



          A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York
time, on any Business Day during the applicable Exercise Period (the “Exercise Date”) to the
Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised
(the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant
Agent at the Depository designated for such purpose in writing by the Warrant Agent to the
Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be
exercised (“Election to Purchase”), properly completed and executed by the Registered Holder on the
reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly
delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant
Price for each Warrant to be exercised in lawful money of the United States of America by certified
or official bank check or by bank wire transfer in immediately available funds.



          As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price, the Company shall issue to the registered holder of such Warrant a
certificate or certificates for the number of full shares of Common Stock to which he is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall
not have been exercised in full, a new countersigned Warrant for the number of shares as to which
such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of
Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle the
Warrant exercise unless a registration statement under the Act, with respect to the shares of
Common Stock underlying the Warrants is effective and a current prospectus is on file with the
Commission. In the event that a registration statement with respect to the Common Stock underlying
a Warrant is not effective under the Securities Act or a current prospectus is not on file with the
Commission, the holder of such Warrant (including Placement Warrants) shall not be entitled to
exercise such Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, under no
circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may
not be exercised by, or shares of Common Stock issued to, any registered holder in any state in
which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this
Section 3.3, any or all of the Warrants (including the Placement Warrants) may expire unexercised.
In no event shall the registered Holder of a Warrant be entitled to receive any monetary damages if
the Common Stock underlying the Warrants have not been registered by the Company pursuant to an
effective registration statement or if a current prospectus is available for delivery by the
Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect
such registration and ensure a current prospectus is available for delivery by the Warrant Agent.



          If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to
Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New
York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised
on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date
is not a Business Day, the Warrants will be deemed to be received and exercised on the next
succeeding day that is a Business Day. If the Warrants are received or deemed to be received after
the Expiration Date, the exercise thereof will be null and void and any funds delivered to the
Warrant Agent will be returned to the Holder or Participant, as the case may be, as soon as
practicable. In no event will interest accrue on funds deposited with the Warrant



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Agent in respect of an exercise or attempted exercise of Warrants. The validity of any
exercise of Warrants will be determined by the Company in its sole discretion and such
determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company
nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any
exercise of Warrants.




          The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in
the account of the Company maintained with the Warrant Agent for such purpose and shall advise the
Company at the end of each day on which funds for the exercise of the Warrants are received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice
to the Company in writing.




               (i) The Warrant Agent shall, by 11:00 A.M. on the Business Day following the Exercise Date of
any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares
of Common Stock (the “Shares”) issuable upon such exercise as to the number of Warrants exercised
in accordance with the terms and conditions of this Agreement, (b) the instructions of each
Registered Holder or Participant, as the case may be, with respect to delivery of the Shares
issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate,
evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a
Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the
Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other
information as the Company or such transfer agent and registrar shall reasonably require.



               (ii) The Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding
the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price,
execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or
Participant, as the case may be, is entitled, in fully registered form, registered in such name or
names as may be directed by such Registered Holder or the Participant, as the case may be. Upon
receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business
Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered
Holder or Participant, as the case may be.



          In lieu of delivering physical certificates representing the Shares issuable upon exercise,
provided the Company’s transfer agent is participating in the Depository Fast Automated Securities
Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to
electronically transmit the Shares issuable upon exercise to the Registered Holder or Participant
by crediting the account of Registered Holder’s prime broker with Depository or of the Participant
through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in
the immediately preceding paragraph shall apply to the electronic transmittals described herein.




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               (iii) The accrual of dividends, if any, on the Shares issued upon the valid exercise of any
Warrant will be governed by the terms generally applicable to the Shares. From and after the
issuance of such Shares, the former Holder of the Warrants exercised will be entitled to the
benefits generally available to other holders of Shares and such former Holder’s right to receive
payments of dividends and any other amounts payable in respect of the Shares shall be governed by,
and shall be subject to, the terms and provisions generally applicable to such Shares.



               (iv) Warrants may be exercised only in whole numbers of Shares. No fractional shares of Common
Stock are to be issued upon the exercise of the Warrant, but rather the number of shares of Common
Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the
Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number
of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 2 hereof, and delivered to the holder of this Warrant Certificate at
the address specified on the books of the Warrant Agent or as otherwise specified by such
Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are
exercised, a notation shall be made to the records maintained by the Depository, its nominee for
each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of
the Warrants remaining after such exercise.



               (v) The Company shall not be required to pay any stamp or other tax or governmental charge
required to be paid in connection with any transfer involved in the issue of the Shares upon the
exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be
required to issue or deliver any Shares until such tax or other charge shall have been paid or it
has been established to the Company’s satisfaction that no such tax or other charge is due.



     3.4 VALID ISSUANCE. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and
nonassessable.



     3.5 DATE OF ISSUANCE. Each person in whose name any such certificate for
shares of Common Stock is issued shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date
of such surrender and payment is a date when the stock transfer books of the Company are closed,
such person shall be deemed to have become the holder of such shares at the close of business on
the next succeeding date on which the stock transfer books are open.



4. ADJUSTMENTS.




     4.1.1 STOCK DIVIDENDS — SPLIT-UPS. If after the date hereof, and subject to
the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock,
or other similar event, then, on the effective date of such stock dividend, split-up or



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similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in outstanding shares of Common Stock.



     4.1.2 EXTRAORDINARY DIVIDEND.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a
dividend or make a distribution in cash, securities or other assets to the holders of Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other
than (i) as described in Sections 4.1.1, 4.2 or 4.4, (ii) regular quarterly or other periodic
dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon
consummation of the Company’s initial Business Combination or (iv) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business
Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Company’s Board of Directors, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend.



     4.2 AGGREGATION OF SHARES. If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.



     4.3 ADJUSTMENTS IN EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1.1
and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall
be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.



     4.4 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its
Warrant(s) immediately prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.



     4.5 NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the Warrant
Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall



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give written notice to the Warrant holder, at the last address set forth for such holder in
the warrant register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.



     4.6 NO FRACTIONAL SHARES. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a
share, the Company shall, upon such exercise, round up to the nearest whole number the number of
the shares of Common Stock to be issued to the Warrant holder.



     4.7 FORM OF WARRANT. The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the
same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.



5. TRANSFER AND EXCHANGE OF WARRANTS.




     5.1 REGISTRATION OF TRANSFER. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an
equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request.



     5.2 PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal aggregate number of
Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant
Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the
Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a
successor depository; provided further, however, that in the event that a Warrant surrendered for
transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new
Warrants in exchange therefore until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.



     5.3 FRACTIONAL WARRANTS. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the issuance of a warrant
certificate for a fraction of a warrant.



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     5.4 SERVICE CHARGES. No service charge shall be made for any exchange or
registration of transfer of Warrants.



     5.5 WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.



6. REDEMPTION.




     6.1 REDEMPTION. Subject to Sections 6.4 hereof, not less than all
of the outstanding Warrants may be redeemed, at the option of the Company, at any time after they
become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the
notice referred to in Section 6.2., at the price of $.01 per Warrant (“Redemption Price”), provided
that the last sales price of the Common Stock has been at least
$11.50 per share (subject to proportionate adjustment to reflect
adjustment to the Warrant Price as provided in Section 4), on any twenty
(20) trading days within a thirty (30) trading day period ending on the third business day prior to
the date on which notice of redemption is given.



     6.2 DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the Company
shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption. Notice
of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the registered holders of the Warrants to be
redeemed at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.



     6.3 EXERCISE AFTER NOTICE OF REDEMPTION. The Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after notice of redemption shall have been
given by the Company pursuant to Section 6.2. hereof and prior to the time and date fixed for
redemption. On and after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption Price.



     6.4 OUTSTANDING WARRANTS ONLY. The Company understands that the
redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent
a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by
redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants
issued upon such exercise provided that the criteria for redemption is met.



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automatic conversion shall be redeemed by the Company as part of such redemption for the
Redemption Price.




7. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.




     7.1 NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.



     7.2 LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor,
and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



     7.3 RESERVATION OF COMMON STOCK. The Company shall at all times reserve
and keep available a number of its authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.



     7.4 REGISTRATION OF COMMON STOCK. The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a
post-effective amendment to the Registration Statement, or a new registration statement, for the
registration, under the Act, of, and it shall use its best efforts to take such action as is necessary to qualify for sale,
in those states in which the Warrants were initially offered by the Company, the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to
cause the same to become effective and to maintain the effectiveness of such registration statement
until the expiration or redemption of the Warrants in accordance with the provisions of this
Agreement.



8. CONCERNING THE WARRANT AGENT AND OTHER MATTERS.




     8.1 PAYMENT OF TAXES. The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.



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     8.2 RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.



          8.2.1 APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days after it has been
notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the
Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the
holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New
York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant
Agent, whether appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at
the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.




          8.2.2 NOTICE OF SUCCESSOR WARRANT AGENT. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the transfer agent for the Common Stock not later than the effective date of any such
appointment.




          8.2.3 MERGER OR CONSOLIDATION OF WARRANT AGENT. Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.




     8.3 FEES AND EXPENSES OF WARRANT AGENT.



          8.3.1 REMUNERATION. The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the
Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.




          8.3.2 FURTHER ASSURANCES. The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all



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such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.




     8.4 LIABILITY OF WARRANT AGENT.



          8.4.1 RELIANCE ON COMPANY STATEMENT. Whenever in the performance of its
duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a statement signed by the
President or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement.




          8.4.2 INDEMNITY. The Warrant Agent shall be liable hereunder only for its
own negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent’s negligence, willful misconduct, or bad faith.




          8.4.3 EXCLUSIONS. The Warrant Agent shall have no responsibility with
respect to the validity of this Agreement or with respect to the validity or execution of any
Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of Section 4 hereof or
responsible for the manner, method, or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares
of Common Stock will when issued be valid and fully paid and nonassessable.




     8.5 ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant
Agent for the purchase of shares of the Company’s Common Stock through the exercise of Warrants.



     8.6 WAIVER. The Warrant Agent hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined
in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and the Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Fund for any reason
whatsoever.



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9. MISCELLANEOUS PROVISIONS.




     9.1 SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.



     9.2 NOTICES. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrant
Agent), as follows:


Santa Monica Media Corporation

9229 Sunset Boulevard, Suite 505

Los Angeles, CA 90069

Attn: Chairman



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department



with a copy in each case to:



Citigroup Global Markets, Inc.

388 Greenwich Street

New York, New York 10013

Attn: General Counsel




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And



Troy & Gould, PC

1801 Century Park East, 16th Floor

Los Angeles, CA 90067

Attn: David L Ficksman.




     9.3 APPLICABLE LAW. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenience forum. Any such process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.



     9.4 PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is intended, or shall
be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants and, for the purposes of Sections 2.5, 6.1, 6.4, 7.4 and
9.2 hereof, Citigroup Global Markets Inc. and Ladenburg Thalman
& Co. Inc. (the “Underwriters”), any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The
Underwriters shall be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 2.5, 6.1, 6.4, 7.4 and 9.2 hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the
parties hereto (and the Underwriters with respect to the Sections 2.5, 6.1, 6.4, 7.4 and 9.2
hereof) and their successors and assigns and of the registered holders of the Warrants.



     9.5 EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The
Warrant Agent may require any such holder to submit his Warrant for inspection by it.



     9.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



     9.7 EFFECT OF HEADINGS. The Section headings herein are for convenience
only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.



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     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day
and year first above written.



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	SANTA MONICA MEDIA CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

 
	 	 	 	By:	 	 


	 	 
	 	 	 	 	Name: David Marshall
	 	 	 	 	Title:   Chairman
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 
	 	 	 	 	 	 	 	 
	 

 
	 	 	 	By:	 	 


	 	 
	 	 	 	 	Name: Steven Nelson
	 	 	 	 	Title:   Chairman







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