Unassociated Document


     

    Exhibit
4.1

     

    THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES ACT (COLLECTIVELY, THE “SECURITIES
LAWS”).  THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS SUCH
TRANSACTION (I) IS REGISTERED UNDER THE SECURITIES LAWS OR (II) IS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES LAWS AND MAKER IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO MAKER THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

    


    


    


    PROMISSORY
NOTE

     

    


    


    January
15, 2009

     

    $500,000

     

    For Value
Received, the undersigned, Santa Monica Media Corporation, a Delaware
corporation (the “Maker”), hereby
promises to pay to Santa Monica Capital Partners II, LLC (the “Holder”) when due,
the total principal amount of such advances as Holder from time to time may
elect, at its sole option, to make hereon to, or for the benefit of, Maker (the
“Advances” or
an “Advance”),
which total Advances shall not exceed Five Hundred Thousand Dollars ($500,000)
at any one time outstanding, in accordance with  the terms
hereof.

     

    1.           Advances.  The
date and amount of each Advance made by Holder in its sole and absolute
discretion shall be entered by Holder on Schedule A hereto; provided, however,
that failure to make such a notation shall not alter the obligations of Maker to
Holder hereunder in any way.

     

    2.           Maturity
Date.  Maker shall repay to Holder the outstanding principal
amount of this Note, and all accrued unpaid interest thereon, on the earlier of
(i) the closing of a business combination (the “Closing”), as such term is
defined in Maker’s Prospectus dated March 27, 2007 as filed with the Securities
and Exchange Commission on March 28, 2007, and the date that Company
liquidated its assets (the “Maturity Date”).  Notwithstanding anything
in this Note to the contrary, in the event that the Maker is required to and
does dissolve and liquidate pursuant to its Certificate of Incorporation, unless
counsel to the Maker delivers an opinion that the amounts due hereunder may be
paid from the trust account, no amounts may be paid from such account and Holder
waives any right to make any claim against such account, it being understood
that, upon liquidation and dissolution, Holder’s sole recourse shall be against
assets of Maker not held in such account.

     

    3.           Interest.  Maker
shall pay interest on the outstanding principal balance of this Note from the
date of each Advance until paid in full at a simple rate of interest equal to
the lesser of ten percent (10%) per annum or the maximum rate permissible under
applicable law, due and payable on the Maturity Date.  Payments on
this Note shall be applied first to accrued, unpaid interest and thereafter to
reduce the outstanding principal amount in the order in which Advances are made
hereunder.

     

    
      
        
        

      

      
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    4.           Payment.  Principal
of and interest on this Note shall be payable in lawful money of the United
States of America.  If a payment hereunder becomes due and payable on
a Saturday, Sunday or legal holiday, the due date thereof shall be extended to
the next succeeding business day, and interest shall be payable thereon during
such extension.  Maker shall have the right to prepay this Note, in
whole or in part, at any time without the consent of Holder, provided that all
accrued, unpaid interest on the amount of the prepayment is also paid with such
prepayment.

     

    5.           Events of Default;
Remedies.

     

    (a)           Events of
Default.  The occurrence of any of the following events shall
constitute an “Event
of Default” hereunder:

     

    (i)           Maker
shall default in the payment of any part of the principal or interest under this
Note when due;

     

    (ii)           Maker
shall be dissolved or liquidated, or shall sell all or substantially all of its
assets;

     

    (iii)           a
court having jurisdiction shall enter a decree or order for relief in respect of
Maker in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and such decree or order shall remain
unstayed and in effect for a period of sixty (60) consecutive days;
or

     

    (iv)           Maker
shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any
substantial part of its property, or shall make any general assignment for the
benefit of its creditors or shall take any action in furtherance of any of the
foregoing.

     

    (b)           Remedies; Notices of
Default.  Upon the occurrence of any Event of Default, Holder
may at any time (unless all defaults theretofore shall have been remedied),
declare this Note to be due and payable without presentment, demand, protest or
notice, all of which are hereby waived.  Holder may then proceed to
protect and enforce the rights of Holder by suit in equity, action at law or
other appropriate proceeding.  No course of dealing and no delay on
the part of Holder in exercising any right shall operate as a waiver thereof or
otherwise prejudice Holder's rights.  No remedy conferred hereby on
Holder shall be exclusive of any other remedy referred to herein  or
now or hereafter available at law, in equity, by statute or
otherwise.

     

    
      
        
        

      

      
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    6.           Miscellaneous.

     

    (a)           Replacement.  On
receipt of evidence reasonably satisfactory to Maker of the loss, theft,
destruction or mutilation of this Note and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement or bond reasonably
satisfactory to Maker, or in the case of mutilation, on surrender and
cancellation of this Note, Maker shall execute and deliver, in lieu of this
Note, a new Note of like denomination, tenor and date as this Note.

     

    (b)           Successors and
Assigns.  This Note may not be assigned, transferred or
hypothecated by either party without the prior written consent of the other
party, which consent  may be withheld in its sole and absolute
discretion. Subject to the foregoing, the rights and obligations of Maker and
Holder pursuant to this Note shall be binding upon and inure to the benefit of
the parties' respective successors, permitted assigns, heirs, administrators and
permitted transferees.

     

    (c)           Amendment;
Waiver.  This Note and any of its terms may be modified,
amended, waived or terminated only by a written instrument signed by the party
against whom enforcement of such modification, amendment, waiver or termination
is sought.

     

    (d)           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflict
of laws principles.

     

    (e)           Severability.  If
any provision of this Note or the application thereof to any person, place or
circumstance shall be held by a court of competent jurisdiction to be invalid,
unenforceable or void, the remainder of this Note and such provisions as applied
to other persons, places and circumstances shall remain in full force and
effect.

     

    (f)           Interpretation.  The
section and other headings used in this Note are for reference purposes only and
shall not constitute a part hereof or affect the meaning or interpretation of
this Note.  Except where otherwise indicated, all references to
sections refer to sections of this Note.

     

    (g)           Legal Fees and Costs;
Reimbursement.  In the event that any party to this Note shall
commence any suit or action to interpret or enforce this Note, the prevailing
party in such action shall recover such party’s costs and expenses incurred in
connection therewith, including attorneys’ fees and cost of appeal, if
any.  Maker shall promptly reimburse Holder for all out-of-pocket
costs, including attorneys’ fees, incurred by Holder in connection with this
Note and its legal fees incurred to obtain the funds to be able to make Advances
hereunder, upon presentation of an itemized statement therefore and, upon
Maker’s failure to make such reimbursement within 15 days of request therefore,
Holder may make such payment to itself on behalf of Maker by making an Advance
to Maker in the amount of such reimbursement.

     

    
      
        
        

      

      
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    (h)           Entire
Agreement.  The parties intend that the terms of this Note
shall be the final expression of their agreement with respect to its subject
matter and may not be contradicted by evidence of any prior or contemporaneous
agreement.  The parties further intend that this Note shall constitute
the complete and exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any judicial, administrative or other legal
proceedings involving this Note.

     

    
      
        	 
      	
                SANTA
      MONICA MEDIA CORPORATION

                 

                 

                 

                By: 
      /s/ Kurt
      Brendlinger

                Name:
      Kurt Brendlinger

                Title:
      CFO

              


      

    

     

     

     

    
      
        
        

      

      
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    Schedule
A

     

    To

     

    Promissory
Note dated January 15, 2009

     

    


    


    
      
        	
                Date of Advance

              	
                Amount of Advance

              	
                Holder’s Initials

              
	 
      	 
      	
                 

              
	
              	
              	
                 

              
	
              	
              	
                 

              
	
              	
              	
                 

              
	 
      	 
      	
                 

              


      

    

    


    


     

    
      
        
        

      

      
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