Unassociated Document


    STOCK
      ESCROW AGREEMENT

    


    


    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").

    


    WHEREAS,
      the
      Company has entered into an Underwriting Agreement, dated __________, 2006
      (the
      "Underwriting
      Agreement"),
      with
      Maxim Group LLC ("Maxim")
      acting
      as representative of the several underwriters (collectively, the "Underwriters"),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      2,750,000 units (the "Units")
      of the
      Company. Each Unit consists of one share of the Company's Common Stock, par
      value $.0001 per share, and two Warrants, each Warrant to purchase one share
      of
      Common Stock, all as more fully described in the Company's final Prospectus,
      dated ___________, 2006 (the "Prospectus")
      comprising part of the Company's Registration Statement on Form S-1 (File No.
      333-128707) under the Securities Act of 1933, as amended (the "Registration
      Statement"),
      declared effective on _________, 2006 (the "Effective
      Date").

    


    WHEREAS,
      the
      Initial Stockholders have agreed as a condition of the sale of the Units to
      deposit their shares of Common Stock of the Company, as set forth opposite
      their
      respective names in Exhibit A attached hereto (collectively the "Escrow
      Shares"),
      in
      escrow as hereinafter provided.

    


    WHEREAS,
      the
      Company and the Initial Stockholders desire that the Escrow Agent accept the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS AGREED:

    


    1.
       Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2.
       Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his respective Escrow Shares, to be
      held
      and disbursed subject to the terms and conditions of this Agreement. Each
      Initial Stockholder acknowledges that the certificate representing his Escrow
      Shares is legended to reflect the deposit of such Escrow Shares under this
      Agreement.

    


    3.
       Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares until the third anniversary of the
      Effective Date (the "Escrow
      Period"),
      on
      which date it shall, upon written instructions from each Initial Stockholder,
      disburse each of the Initial Stockholder's Escrow Shares to such Initial
      Stockholder; provided,
      however,
      that if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Shares and; provided
      further,
      that
      if, after the Company consummates a Business Combination (as such term is
      defined in the Registration Statement), it (or the surviving entity)
      subsequently consummates a liquidation, merger, stock exchange or other similar
      transaction which results in all of the stockholders of such entity having
      the
      right to exchange their shares of Common Stock for cash, securities or other
      property, then the Escrow Agent will, upon receipt of a certificate, executed
      by
      the Chief Executive Officer or Chief Operating Officer of the Company, in form
      reasonably acceptable to the Escrow Agent, that such transaction is then being
      consummated, release the Escrow Shares to the Initial Stockholders upon
      consummation of the transaction so that they can similarly participate. The
      Escrow Agent shall have no further duties hereunder after the disbursement
      or
      destruction of the Escrow Shares in accordance with this Section 3.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.
       Rights
      of Initial Stockholders in Escrow Shares.

    


    4.1  Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockholders shall retain all of their rights
      as
      stockholders of the Company during the Escrow Period, including, without
      limitation, the right to vote such shares.

    


    4.2
       Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (the "Non-Cash
      Dividends")
      shall
      be delivered to the Escrow Agent to hold in accordance with the terms hereof.
      As
      used herein, the term "Escrow Shares" shall be deemed to include the Non-Cash
      Dividends distributed thereon, if any.

    


    4.3
       Restrictions
      on Transfer.
      During
      the Escrow Period, no sale, transfer or other disposition may be made of any
      or
      all of the Escrow Shares except (i) by gift to a member of Initial Stockholder's
      immediate family or to a trust, the beneficiary of which is an Initial
      Stockholder or a member of an Initial Stockholder's immediate family, (ii)
      by
      virtue of the laws of descent and distribution upon death of any Initial
      Stockholder, or (iii) pursuant to a qualified domestic relations order;
provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee's written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Stockholder
      transferring the Escrow Shares. During the Escrow Period, the Initial
      Stockholders shall not pledge or grant a security interest in the Escrow Shares
      or grant a security interest in their rights under this Agreement.

    


    4.4
       Insider
      Letters.
      Each of
      the Initial Stockholders has executed a letter agreement with Maxim and the
      Company, dated as indicated on Exhibit A hereto, and which is filed as an
      exhibit to the Registration Statement (the "Insider
      Letter"),
      respecting the rights and obligations of such Initial Stockholder in certain
      events, including but not limited to the liquidation of the
      Company.

    


    
      
        
        

      

      
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    5.
      Concerning
      the Escrow Agent.

     

    5.1
       Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

    


    5.2
       Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non-appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

    


    5.3
       Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it under the specific terms of this Agreement. The
      Escrow Agent shall also be entitled to reimbursement from the Company for all
      reasonable expenses paid or incurred by it in the administration of its duties
      hereunder including, but not limited to, all counsel, advisors' and agents'
      fees
      and disbursements and all taxes or other governmental charges, subject to the
      prior written consent of the Company, not to be unreasonably
      withheld.

    


    5.4
       Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stockholders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

    


    
      
        
        

      

      
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    5.5
       Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company, the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 60 day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Shares with any court it reasonably deems
      appropriate.

    


    5.6
       Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Initial Stockholders, jointly, provided,
      however,
      that
      such resignation shall become effective only upon acceptance of appointment
      by a
      successor escrow agent as provided in Section 5.5.

    


    5.7
       Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

    


    6.
      Miscellaneous.

    


    6.1
       Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without regard
      to the conflicts of laws principles thereof.

    


    6.2
       Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders, the Company, and Escrow Agent hereby specifically
      acknowledge and agree that the Underwriters are third party beneficiaries of
      this Agreement and this Agreement may not be modified or changed without the
      prior written consent of Maxim.

    


    6.3
       Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to be
      charged.

    


    6.4
       Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.5
       Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

    


    6.6
       Notices.
      Any
      notice or other communication required or which may be given hereunder 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, or sent by facsimile transmission (with
      confirmation of receipt), addressed as follows:

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    If
      to the
      Company, to:

     

    Affinity
      Media International Corp.

    11601
      Wilshire Blvd., Suite 1500

    Los
      Angeles, CA 90025

    Attn:
      Howard Cohl, President

    Fax
      No.:
      310.479.1561

    


    If
      to a
      Stockholder, to his address set forth in Exhibit A.

    


    and
      if to
      the Escrow Agent, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      Herbert J. Lemmer, Esq.

    Fax:
      (718) 331-1852

    


    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Stuart Neuhauser, Esq.

    Fax:
      (212) 370-7889

    


    and:

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Clifford Teller, Managing Director

    Fax:
      (212) 895-3783

    


    and:

    


    Lowenstein
      Sandler PC

    65
      Livingston Avenue

    Roseland,
      New Jersey 07068

    Attn:
      Steven Skolnick, Esq.

    Fax:
      (973) 597-2477

    


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


    
      
        
        

      

      
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    6.7
       Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

    


    6.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each one of which shall
      constitute an original and may be delivered by facsimile transmission, and
      together shall constitute one instrument.

     

    

 

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    WITNESS
      the execution of this Agreement as of the date first above written.

    


    
      
        	 	 	 
	 	
                AFFINITY
                  MEDIA INTERNATIONAL CORP.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
                Howard Cohl
	 	Title:
                President


      

      
        	 	 	
                 

                 

                 

                 

              
	 	INITIAL
                STOCKHOLDERS 
	 
 	 
 	 
 
	 	  	 
	 	
                
Peter
                H. Engel  
	 	
                 

                 

                 

              
	 	 

                
Howard
                Cohl
	 	
                 

                 

              
	 	 

                
Peter
                Dombrowski
	 	
                 

                 

              
	 	
                 

                
                  
Michael
                  Arthur

              
	 	
                 

                 

              
	 	 

                
Marc
                Jaffe
	 	
                 

                 

              
	 	 

                
Fred
                Tarter


      



    
      	
               AMERICAN
                STOCK TRANSFER

              &
                TRUST COMPANY

               

               

            	 	 	 
	
               By:  


            	 	 	 	 
	 	
              

            	 	 	
            
	 	Name
Title
	 	 	
            


    

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    


    
      	
              Name
                and Address of 

              Initial
                Stockholder     

            	
              Number 

              of Shares 

            	
              Stock 

              Certificate Number 

            	
              Date of

              Insider
                Letter

            
	 	 	 	 
	Peter
              H. Engel        
              c/o
                Affinity Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

            	397,500	 	 
	 	 	 	 
	
              Howard Cohl          

              c/o
                Affinity Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

            	266,250	 	 
	 	
            	 	 
	
              Peter Dombrowski         

              c/o
                Affinity Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

            	45,000	 	 
	 	 	 	 
	
              Michael
                Arthur         

              c/o
                Affinity Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

            	13,750	 	 
	 	 	 	 
	
              Marc Jaffe          

              c/o
                Affinity Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

            	13,750	 	 
	 	 	 	 
	
              Fred
                Tarter    

              c/o
                Affinity Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

            	13,750	 	 
	 	 	 	 


    

    
 

    
      
        
        

      

      
        -9-