Stock Escrow Agreement

STOCK ESCROW AGREEMENT


STOCK ESCROW AGREEMENT, dated as of ____________, 2005 ("Agreement"), by and among SANTA MONICA MEDIA CORPORATION, a Delaware corporation ("Company"), THE PERSONS SET FORTH ON EXHIBIT A HERETO (the "Initial Stockholder") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow Agent").


WHEREAS, the Company has entered into an Underwriting Agreement, dated July 5, 2005 ("Underwriting Agreement"), with The Shemano Group ("SHEMANO") acting as representative of the several underwriters (collectively, the "Underwriters"), pursuant to which, among other matters, the Underwriters have agreed to purchase 15,600,000 units ("Units") of the Company. Each Unit consists of one share of the Company's Common Stock, par value $.001 per share, and one Warrant to purchase one share of Common Stock, all as more fully described in the Company's final Prospectus, dated ________, 2005 ("Prospectus") comprising part of the Company's Registration Statement on Form S-1 (File No. 333-________) under the Securities Act of 1933, as amended ("Registration Statement"), declared effective on __________, 2005 ("Effective Date").


WHEREAS, the Initial Stockholder has 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 "Escrow Shares"), in escrow as hereinafter provided.


WHEREAS, the Company and the Initial Stockholder 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 Stockholder 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 Stockholder 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 earlier of (i) one year following the date of a business combination; (ii) liquidation of the Company; or (iii) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the consummation of a Business Combination with a target business ("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; provided further, however, 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 Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, and release the Escrow Shares to the Initial Stockholder 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 STOCKHOLDER 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 Stockholder 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 Stockholder, but all dividends payable in stock or other non-cash property ("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 ...